Yorkville Advisors Global, LP: investment adviser

The Investment Manager is affiliated with the following entities: Yorkville Advisors Global II, LLC, a Delaware limited liability company and our general partner (the “Firm General Partner”), YA II GP, LP, a Delaware limited partnership and the general partner of the YA II Onshore Feeder and SCSigma Fund (as both terms are defined below), and YVP GP, LLC, a Delaware limited liability company – each herein referred to as a “Fund General Partner” and collectively herein referred to as the “Fund General Partners”. Yorkville is also affiliated with Yorkville America Equities, LLC, a SEC registered investment adviser thats serves as the investment adviser to a series of exchangetraded funds and operates as a solicitor recommending prospective clients to unaffiliated investment advisers. Mark Angelo is our President, Managing Partner, and majority beneficial owner. Mr. Angelo directs the investment activities and operations of the Funds (as defined below). Matthew Beckman, Michael Rosselli and Troy Rillo are also Partners of the Firm. Messrs. Angelo and Beckman each beneficially own more than 25% of the Investment Manager. The Investment Manager serves as the investment adviser to certain private, pooled investment vehicles and co-investments held by investors through participation interests in securities held by one such investment vehicle. In such capacity, the Firm has discretionary trading authority. Securities of certain private, pooled investment vehicles and co-investments are offered to investors that are both accredited investors (as defined under the Securities Act of 1933 (the “Securities Act”)) and qualified purchasers (as defined under the Investment Company Act of 1940 (the “1940 Act”)). We do not tailor our advisory services to the individual needs of any particular investor. Yorkville manages the following private, pooled investment vehicles:

YA Fund Complex. YA II PN, Ltd.1 – a Cayman Islands limited company (the “YA II PN Fund”), and its feeder fund, YA Global Investments II (U.S.), LP, a Delaware limited partnership (the “YA II Onshore Feeder,” and together with the YA II PN Fund, the “YA Fund Complex”);

SC-Sigma Fund. SC-Sigma Global Partners, LP – a Delaware limited partnership (the “SC-Sigma Fund”); and

Yorkville Ventures. Yorkville Ventures, LLC – a Delaware limited liability company (“Yorkville Ventures”).

The YA II Onshore Feeder invests all of its investable assets in YA II PN Fund. The YA II PN Fund, the YA II Onshore Feeder, the SC-Sigma Fund, and Yorkville Ventures are herein collectively referred to as the “Funds”. The Funds and any other accounts that Yorkville may manage are referred to herein as the “Clients.”

The Investment Manager also manages co-investments held by investors through participation interests in securities held in the name of the YA II PN Fund. The amount of these co-investments is being reported as held in the name of the YA II PN Fund.

The “Limited Partners” of the YA II Onshore Feeder and the SC-Sigma Fund, and the “Members” of Yorkville Ventures are hereafter collectively referred to as the “Investors”. Our investment decisions and advice with respect to each Client are consistent with the investment objectives and guidelines as set forth in confidential offering memoranda, governing documents, investment letters, participation agreements, participation certificates, limited partnership agreements, or other written documentation specifying such investment objectives and guidelines (collectively, “Offering Documents”). This Brochure generally includes information about Yorkville and its relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information included herein applies to specific Clients or affiliates only. This Brochure does not constitute an offer to sell, or solicitation of an offer to buy, any securities. To the extent offered, securities of certain Funds and/or participation interests related to coinvestments are offered and sold on a private placement basis under exemptions promulgated under the Securities Act, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities described herein. Any such offer or solicitation will generally be made only by means of Offering Documents. We do not currently participate in any Wrap Fee Programs. The Firm had regulatory assets under management of $900,035,313 as of December 31, 2025, all of which was managed on a discretionary basis.

Other Types of Fees or Expenses The below expenses may not be applicable to each Client. To the extent permitted under the applicable Offering Documents, each Client generally bears their own expenses, including brokerage and other transaction costs (see Item 12 for further information).

Most co-investors will pay incentive allocations on co-investment opportunities in accordance with a written summary accompanying each co-investment opportunity. Certain affiliates of the Investment Manager will not pay incentive allocations, and other investors at the Investment Manager’s and/or the General Partner’s discretion will not pay incentive allocations and/or fees or may pay reduced incentive allocations. Moreover, incentive allocations are payable on each coinvestment opportunity on a stand-alone basis (as opposed to a portfolio basis) and will not be subject to a high-water mark. Such incentive allocations are payable independently from an investment in the Fund and therefore the performance of the Fund will not alter the amount of incentive allocation and/or fee payable on any co-investment opportunity. In addition to the Investment Manager Expenses, all Funds are generally responsible for all of their own expenses, including, without limitation:

offering, operating and certain overhead costs and expenses, including, but not limited to, costs and expenses incurred in offering and selling the Interests (including placement agent fees and brokerage fees or commissions), documentation of performance and the admission of Limited Partners or Members, tax preparation expenses, governmental fees and taxes, administrative fees, and expenses incurred in connection with communications with Limited Partners or Members; legal, accounting, auditing, bookkeeping, travel and accommodation expenses and administrative expenses and other professional fees and expenses;

expenses incurred in connection with the preparation and filing of regulatory applications relating to the control of an issuer (including filing fees, printing costs, postage and other delivery charges, etc.), and fees and expenses incurred in connection with proxy contests or to protect or preserve any investment held by the Funds (as determined in good faith by the Firm);

expenses incurred in connection with the liquidation and winding up of the Funds and/or the Firm;

all fees and expenses incurred in connection with the investigation, prosecution or defense of any claims by or against the Firm or a Fund;

fees and expenses related to investment in and through alternative investment vehicles, if any; and

all trading costs and expenses (e.g., brokerage commissions, margin interest, expenses related to short sales, custodial fees and clearing and settlement charges).

Collectively, the foregoing costs and expenses are referred to as “Fund Expenses.” Neither the Firm nor its employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

entity are not entitled to compensation until such time as the net losses have been recouped. There is no high-water mark with respect to co-investments. Generally, the performance-based compensation is not negotiable. However, the Firm or the Fund General Partners may, in their sole discretion, reduce, waive or calculate differently the performance-based compensation at any time with respect to certain investors. Generally, investors who are affiliated with or employed by the Firm and/or the Fund General Partners, family members of such persons and trusts or other entities created for the benefit of such investors will not pay performance-based compensation. A performance-based compensation arrangement may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement in an effort to receive a greater performance-based compensation. Generally, the Firm maintains written policies and procedures intended to identify and mitigate conflicts.

Investment Objective YA Fund Complex The YA Fund Complex’s principal investment strategies include: • Investing a majority of its assets in equity, equity-linked and debt investments, including, but not limited to, secured and unsecured convertible and non-convertible debt. • Selling all or parts of its investment portfolio in secondary market transactions to coinvestors or others. • Investing in forward contracts and other derivatives to manage or hedge interest rates, currency exchange and other risks or to generate potential profits. • Investing in money market, commercial paper, certificates of deposit and investment grade cash equivalents.

The YA Fund Complex specializes in investment structures sourced by the Investment Manager’s affiliated broker-dealer, Yorkville Securities, LLC (“Yorkville Securities”) and unaffiliated brokerdealers and/or negotiated directly with issuers. Its investment structures will likely change over time for business, competitive and regulatory reasons. Due to its broad investment objective, no prior notice to or consent of its Investors is required for changes in the YA Fund Complex’s investment structures. The current investment structures used by the YA Fund Complex (which are subject to change) consist primarily of equity lines of credit (“ELOCs”), convertible and non-convertible debt investments, preferred stock, common stock and warrants to purchase common stock and cash or cash equivalents of U.S. and non-U.S. issuers. It may invest an unlimited amount of its assets in illiquid or restricted securities of both public and private companies. Investments in public companies will include those companies trading in non-U.S. markets, such as TSE, AIM, TASE, ASX, SIX Swiss Exchange and such local exchanges where issuers’ common stock is traded, in U.S. markets such as the over-the-counter markets and the NASDAQ Stock Market (“NASDAQ”), NYSE and regional exchanges. Its portfolio has been, and is expected to continue to be in the future, highly concentrated. At times, the portfolio will have significant exposure to a single portfolio company or a small number of portfolio companies. A substantial portion of the YA Fund Complex’s investments may be in non-US issuers that trade in non-U.S. markets. Since the Fund is not broadly diversified, it may experience greater volatility and reduced liquidity than funds that invest across a wider range of issuers or sectors. Market or issuer‑specific events that negatively affect one or more of the Fund’s concentrated positions may cause the Fund’s net asset value to decline sharply. There can be no assurance that the investment objective of the YA Fund Complex will be achieved. The Firm’s investment approach seeks to mitigate, not remove, risk, and there are certain risks that the Firm determines not to, or cannot, hedge against or simply does not anticipate. SC-Sigma Previously, YA II PN has sold all or portions of its portfolio to SC-Sigma. Effective April 1, 2023, the Firm and the SC-Sigma Fund’s limited partners agreed to restructure SC-Sigma to originate transactions using the same investment strategy as that of the YA II PN Fund. In addition, SC-Sigma’s investors (whom in this context we refer to as “co-investors”) may be eligible to participate in co-investment opportunities alongside the Fund, and such co-investments may be structured as the sale of a participation interest in a given investment opportunity. The prices of such sales described in this paragraph will be consistent with the Firm’s valuation policies and procedures. Yorkville Ventures In 2020, Yorkville Ventures was formed to invest in equities (including, initial public and secondary offerings), options, venture capital and private equity-type investments. It is currently being wound down. Co-Investments From time to time, the Investment Manager may offer co-investments to Investors by way of participation interests. Such co-investments generally consist of investments held, or to be acquired, by the YA Fund Complex. Co-investors generally consist of Investors in the YA Fund Complex, employees of the Investment Manager and others at the discretion of the Investment Manager and/or the Fund General Partners.

Risk Management

With respect to the YA Fund Complex and the SC-Sigma Fund our goal is to achieve superior risk-adjusted returns primarily by making directly negotiated investment in public and private issuers globally. They do not presently employ leverage. The YA Fund Complex and the SC-Sigma Fund seek to build a portfolio across various industries and geographies with provisions that are intended to partially mitigate (but not eliminate) its risk to stock price volatility. These Funds’ investments are not diversified.

Risk Factors The Funds we advise are often viewed as highly speculative investments and are not intended to be a complete investment program. The Funds are designed only for sophisticated investors who can bear the economic risk of loss of all or a portion of their investment and who have limited need for liquidity. The risks of investing in a Fund should be carefully evaluated before making an investment. All investors should carefully review the “Risk Factors” and “Conflicts of Interests” sections of a Fund’s offering memorandum before investing, including the transfer and/or redemption restrictions applicable to interests in the Fund. There can be no assurance that the Funds will achieve their investment objectives and performance may be volatile. Each Fund’s performance depends to a great extent upon correctly assessing the future course of price movements of specific securities or the future value of an investment. All Fund investments and strategies are subject to market risk that cannot be predicted with certainty. Funds may be subject to increased volatility if they are concentrated in a limited number of investments. The Funds may invest in swaps and derivatives that involve considerable risk, and the funds may use leverage. Both the use of leverage and investments in derivatives may cause volatility in Fund performance. Please review the discussion of these and other risks in the applicable Fund’s offering memorandum.

Yorkville Securities receives Transactional Fees (defined below and discussed herein) from portfolio companies related to investments made by the YA II PN Fund, Distribution and Servicing Fees (defined below and discussed herein) from the YA II PN Fund, Placement Fees (defined below and discussed herein) from co-investors, and commissions as an introducing broker on behalf of the YA II PN Fund for placing orders with third-party executing broker-dealers. Yorkville Securities earns compensation from certain trading and underwriting activities, including underwriting related to special acquisition companies (“SPACs”) sponsored by the YA II PN Fund, as well as from placement agent and other broker-dealer activities as authorized under its membership agreement. Yorkville Securities will have underwriting liability for its underwriting activities.Yorkville Securities’ working capital requirements, including regulatory capital and expenses, are funded by the Investment Manager. The initial minimum regulatory capital requirement for Yorkville Securities is the greater of (1) $100,000 or (2) 12.5% of Yorkville Securities’ aggregate indebtedness during in its first year of operations after which the applicable percentage will be 6 2/3%. 2 The Investment Manager intends to maintain regulatory capital in Yorkville Securities in excess of the minimum required to avoid early warning reporting to the SEC, FINRA and the various states in which it may be registered or licensed as a broker-dealer. From time to time, the Investment Manager will make additional capital contributions to fund the working capital of Yorkville Securities. Such contributions may take the form of cash, securities, a subordinated loan, or any combination thereof. To the extent contributions by the Investment Manager exceed Yorkville Securities’ then-current expenses, such contributions may be treated as a pre-paid expense and reflected as an asset on the balance sheet of the YA II PN Fund which would be amortized as expenses are incurred. The funding of working capital, including regulatory capital and expenses, is included in Investment Manager Expenses (defined below and discussed herein) that are reimbursed to the Investment Manager by the YA II Fund Complex. Both the YA II PN Fund and Yorkville Securities receive payments from portfolio companies. The YA II PN receives fees from portfolio companies as compensation for entering into such transaction (“Compensation Fees”). Yorkville Securities receives fees from portfolio companies for, among things, acting as an advisor to such companies, acting as an underwriter, and serving as a placement agent to such companies (“Transactional Fees”). Certain Compensation or Transactional Fees may be used for the reimbursement of third party expenses, including legal, accounting, banking, consulting and other third party expenses related to services performed on behalf of the YA II PN Fund in connection with identifying, evaluating and entering into investments with portfolio companies (“Transactional Expenses”). Compensation and Transactional Fees are generally payable by a portfolio company irrespective of whether a particular investment is consummated. Compensation Fees include, without limitation, commitment fees, implementation fees and advance fees. They may be received in the form of cash or securities. When Compensation Fees consist of securities, the YA II PN Fund will be subject to the risk of the performance of such securities until final realization. Compensation Fees are only received by the YA II PN Fund if a financing arrangement is consummated and, in some instances, utilized by the portfolio company. Compensation Fees will be shared with co-investors participating in a transaction for which Compensation Fees are collected, which allocation will not exceed a proportionate share relative to the investment size.

Yorkville Securities, LLC will have completed one year of operations on April 23, 2026, after which its minimum regulatory capital requirement will be reduced as described above.

The YA II PN Fund pays Yorkville Securities a distribution and service fee (the “Distribution and Service Fee”) described in the YA II Onshore Feeder Offering Documents. Investors who participate in co-investment opportunities alongside the YA II Fund Complex pay a one-time placement fee (the “Placement Fee”) to Yorkville Securities. Yorkville Securities increases the overhead expenses of the Investment Manager due to the increased compliance and regulatory costs that will be incurred operating the entity. However, Yorkville Securities pays its proportional share of shared overhead expenses through an expense sharing agreement between the Investment Manager and Yorkville Securities. Profits and losses from Yorkville Securities that are not derived from Portfolio Activities (“NonPortfolio Activities”) will not affect the amount of Investment Manager Expenses that are payable to the Investment Manager by the YA II PN Fund. Profits and losses from Yorkville Securities derived from a combination of Portfolio Activities and Non-Portfolio Activities, will be allocated accordance with Yorkville Securities’ profit and loss attribution policy (the “P&L Attribution Policy”). For purposes of the P&L Attribution Policy, expenses are allocated between Portfolio and Non-Portfolio Activities based on a variety of factors including, but not limited to, the number of hours devoted to such activities by employees, associated legal and other professional expenses and any cost of capital considerations.

Employees must ensure that all investment transactions (including personal investment transactions) are conducted consistent with the Code of Ethics’ Employee Investment Policy (described below) and in such a manner as to avoid any actual or potential conflict of interest, or any abuse of an Employee’s position of trust and responsibility

Employee should not take inappropriate advantage of their positions with Yorkville; and

Confidential information concerning Yorkville and the Clients must be kept confidential.

Personal Securities Trading Yorkville’s Code of Ethics prohibits employees from investing in securities in the portfolio companies of its Clients, securities on the Firm’s Restricted List, securities on the Firm’s Lead List, initial public offerings (“IPOs”), and special purpose acquisition companies (“SPACs”).

Unless approved by the CCO, no employee may engage in the direct or indirect acquisition or disposition of a beneficial ownership in any security as defined above. All personal securities transactions by Employees in a Covered Account must be pre-cleared by the CCO, unless it falls under the definition of an “Exempt Transaction” or “Non-Reportable Security” as defined in the Code of Ethics. We will provide a copy of our Code of Ethics to our Investors, or any prospective Investor, upon request, to be viewed on the premises. Investments by Senior Management and Key Employees Subject to applicable regulatory restrictions, senior management and key employees of Yorkville may choose to personally invest, directly and/or indirectly, in a Client. Such investors may be in possession of information, including portfolio information, not available to other Investors or prospective Investors. It is expected that, if such investments are made, the size and nature of these investments will change over time without notice to Investors. Investments by the senior management and key employees in a Client could incentivize the senior management and key employees to increase or decrease the risk profile of such Client. Generally, if this conflict arises, then the Firm will seek consent of the impacted Investors prior to completing the proposed transactions. Senior management and key employees have investments in the YA Fund Complex, SC-Sigma and co-investments which may influence the selection of investments, including the amount of investments that co-investors (including senior management) may be allocated for co-investment purposes. Senior management and key employees are generally allocated a greater portion of coinvestments than other investors. The Firm will seek consent of the Investors prior to completing the proposed co-investment transactions. Senior management and key employees entered into a Securities Purchase Agreement which may pose potential conflicts of interest. While these conflicts may result in disparate outcomes to senior management and key employees and/or the YA II PN Fund, the Firm has developed policies and procedures designed to seek the most fair and equitable treatment for all Clients. Conflicts of Interest Created by Contemporaneous Trading Yorkville will allocate investment opportunities to the Clients fairly, to the extent practical and in accordance with the Client’s applicable investment strategies, over a period of time. Investment opportunities will generally be allocated among those Clients for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations: (a) whether the risk-return profile of the proposed investment is consistent with the objectives of a Client, which objectives may be considered (i) solely in light of the specific investment under consideration or (ii) in the context of the portfolio’s overall holdings and available capital; (b) the potential for the proposed investment to create an imbalance in the portfolio of the a Client; (c) liquidity requirements of a Client; (d) potential tax consequences; (e) legal or regulatory restrictions; (f) the need to re-size risk in the portfolio of a Client; (g) whether a Client has a substantial amount of investable cash (e.g., during a “ramp-up” period); (h) leverage capacity; (i) hedging strategies; (j) desire to avoid odd lots or potential de-minimis allocations and (k) position limits or other investment restrictions applicable to a Client.

Best Execution The Firm has adopted guidelines for evaluating brokerage services when determining the ability of a broker-dealer to provide best execution for its client’s transactions. These guidelines are designed to enable the Firm to fairly evaluate the overall quality and costs of a broker-dealer’s execution services, including factors other than prices, commissions and other expenses paid in connection with account transactions. The factors to be considered in selecting and approving broker-dealers that may be used to execute trades for client accounts include, but are not limited to:

financial stability of the broker dealer;

the actual executed price of the security and the broker dealer’s commission rates;

research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by such brokers dealers that are expected to enhance the Firm’s general portfolio management capabilities;

the size and type of the transaction;

the difficulty of execution and the ability to handle difficult trades;

the operational facilities of the brokers and/or dealers involved (including back office efficiency); and

the ability to handle a block order for securities and distribution capabilities.

Yorkville maintains policies and procedures to review the quality of executions, including periodic reviews by its trading, investment and compliance professionals. Soft Dollars The Firm currently does not use soft dollars. Order Aggregation If we determine that the purchase or sale of a security is appropriate with regard to more than one Client, we may but are not obligated to, purchase or sell such a security on behalf of such accounts with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating account will receive the average price, with transaction costs generally allocated pro rata based on the size of each account’s participation in the order (or allocation in the event of a partial fill) as determined by Yorkville. In the event of a partial fill,

allocations may be modified on a basis that Yorkville deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. Trade Error Policy It is the Firm’s policy to endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent a trade error is caused by a counterparty, such as a broker-dealer, the Firm generally will seek to recover any losses associated with such error from the counterparty. Pursuant to this policy, a Client will benefit from any gains resulting from trade errors and, will be responsible for any losses (including additional trading costs) resulting from trade errors and similar human errors, absent bad faith, gross negligence, willful misconduct or actual fraud.

Conflicts of interest may arise when we vote proxies for issuers with whom we or our affiliates have business relationships. When a material conflict is identified, we follow our procedures to ensure that proxy votes are cast in clients’ best interests, which may include following an independent third‑party recommendation or abstaining when appropriate. Generally, Investors may not direct our vote in a particular solicitation. Clients or Investors may obtain a copy of our proxy voting policies and procedures by contacting David Gonzalez at DGonzalez@yorkvilleglobal.com.