Liran Jakob Rosenfeld raised close to US$20 million for Yoko Village. His investors are still not allowed to see the books.

A replacement agreement moves the deadline out — and removes the refund

With the two-year deadline four months from expiry and nothing built, a new agreement — the Pioneer's Agreement — supersedes the 2021 contract. It resets completion to 31 December 2024, moves the counterparty from Este Rica Yoko Village ERYV S.A. to Rosenfeld Limitada, and states that it "supersedes all prior agreements, written or oral." The clause in the 2021 contract entitling each investor to the return of their US$250,000 does not appear in it. Disputes are removed from the ordinary courts to arbitration before the AmCham centre.

The deadline passes; the pioneers take the compensation lot, and lose the house

The two-year deadline falls in January 2023 with no construction begun. The agreements provide one remedy: an additional 1,000 m² lot, "as sole indemnification." All six pioneers elect it. The lots are registered to them. The election carries a consequence stated in the agreement itself — the developer "will be released from the responsibility of delivering the built house," and the investor "will finish the construction by its own means and under its own expense." The lots received have no road access and no infrastructure, and fall within the inventory later referred by the municipality over plot plans stamped where there is no public road and no viable water; they may become buildable if services ever reach them.

A criminal proceeding is annotated on the land title

Expediente 22-000029-0611-PE is registered as a DEMANDA PENAL against finca 6-253013, with Liran Jakob Rosenfeld named as DEMANDADO and natural resources as the actor. The annotation runs from 3 February 2023 to 3 February 2033. Press reporting later identifies the matter as sitting with the Fiscalía Agrario Ambiental and concerning an apparent unauthorised change of land use.

An environmental tribunal file over unpermitted tree felling

Expediente 198-22-03-TAA is reported before the Tribunal Ambiental Administrativo concerning alleged forestry exploitation on private property — tree felling without permit — according to SETENA and SINAC.

A civil action is filed naming ten defendants

Case 25-002713-1027-CA is filed in the Tribunal Contencioso Administrativo, Second Judicial Circuit of San José. The court's own description of the object of the process: "PROCESO DE CONOCIMIENTO POR INCUMPLIMIENTO CONTRACTUAL, DEVOLUCIÓN DE DINEROS INVERTIDOS. DAÑOS Y PERJUICIOS" — breach of contract, return of invested monies, damages. The defendants include Rosenfeld personally, a co-defendant, the trustee entity, five Rosenfeld-associated companies, and the national banking superintendency together with the State. The court gave thirty working days to answer.

Two companies grant blanket powers of attorney, three citation numbers apart

The Registro Nacional records that Este Rica Yoko Village ERYV S.A. filed two PODER GENERALÍSIMO instruments annotated on 12 May 2025 under presentation citations 2025-363835-1-1 and 2025-363835-1-2. Estérica Limitada filed two of its own, dated 14 May 2025, under citations 2025-363838-1-1 and 2025-363838-1-2. The two sets of citation numbers are three apart, meaning the instruments were presented to the Registry within the same short window.

A poder generalísimo sin límite de suma is the broadest authority Costa Rican law allows — it permits the holder to dispose of the company's assets. Both companies' registered statutes provide that "la junta directiva no tiene facultad para otorgar poderes" — the board has no power to grant powers of attorney. We record the filings and the dates. We do not know who the powers were granted to, or what corporate act authorised them, because the underlying instruments are not reproduced on the certification. As at the certification date of 22 August 2026, ERYV's two filings remain MOVIMIENTOS PENDIENTES ANOTADOS — annotated but not yet inscribed, fifteen months after presentation.

A parcel leaves the project company for ₡5,000,000 — its exact book value

By escritura of 10 July 2025, Este Rica Yoko Village ERYV S.A. — the Yoko North contracting entity — sells finca 6-252609-000 in Cóbano, Puntarenas, an unbuilt parcel of 1,358 m², to Portview Development Inc S.A., cédula jurídica 3-101-504569. The registry description records the parcel as bounded on its north, east and west by land held by ERYV itself, and on its south by Sangha Teresa and a public road — that is, it sits inside the project. The transfer was inscribed on 4 September 2025 under Tomo 2025, Asiento 00565646.

The stated price is ₡5,000,000 — approximately US$9,500 at the prevailing rate. The project's own asset schedule records the same parcel at a valor fiscal of ₡5,000,000. The two figures are identical. We have not obtained an independent valuation and we do not assert that the parcel is worth more than the price paid; we record that the consideration equals the book figure exactly, and that a valuation would settle it.

The deed also instructs the Registry, in terms, not to record part of the bargain: "NO TOME NOTA EL REGISTRO NACIONAL: Esta compraventa se realiza conforme a los términos y condiciones establecidos en más detalle en el CONTRATO PRIVADO suscrito por las Partes el día diez de julio del año dos mil veinticinco." A private contract of the same date contains the fuller terms and is not on the public record. We have not seen it and make no assertion about what it contains.

In the same deed, the seller swears the minority-protection rule does not apply

Costa Rica's Ley de Protección al Inversionista Minoritario inserted article 32 ter into the Código de Comercio. It requires a company's board or equivalent organ to approve, in advance, transactions involving the acquisition, sale, mortgage or pledge of assets at or above ten per cent of total assets, and separately requires disclosure and abstention where the counterparty is a director, officer or related party.

The deed addresses it directly. The seller declares under oath "que el valor de venta o valor económico de la finca aquí referida y relacionada, no es igual ni superior a un diez por ciento de los activos totales del VENDEDOR, razón por la cual se omite el requisito indicado por la Ley en el inciso b) de referido artículo" — that the sale value or economic value is below ten per cent of the seller's total assets, and that the requirement in limb (b) is therefore dispensed with.

Three things follow, and we state them without characterising them. First, the minority-protection provision was expressly considered and expressly disapplied — this was not an oversight. Second, the statute asks for sale value or economic value, so the declaration is testable against an independent valuation, which we do not have. Third, the declaration addresses only limb (b), the ten-per-cent threshold. It says nothing about limb (a), the related-party limb, which carries no threshold at all. We make no allegation that the declaration was false. We publish it because it is the seller's own sworn statement about the very provision enacted to protect minority investors, and because it is verifiable.

A house is transferred to a company Rosenfeld manages — before any meeting is called

Update, 23 August 2026 — the acquiring company has now been identified. When this entry was first published we recorded that the ownership and management of the acquiring company were unknown, and we declined to allege that the sale was to a related party. A Registro Nacional certification obtained on 22 August 2026 resolves it. Yoko Village Caribe Lejaim Limitada is managed by Liran Jakob Rosenfeld. He is its sole registered gerente, holding apoderado generalísimo sin límite de suma, appointed on 11 January 2024 — the day the company was incorporated — and in post ever since. The company's registered capital is ₡10,000 and its domicile is a law office in Santa Ana. This was a transaction between a company Rosenfeld represents and a company Rosenfeld manages. We no longer describe the counterparty as unknown. We still make no allegation as to the price, the payment or the propriety of the transaction, none of which the registry discloses.

By deed under presentation citations 2026-00548511-01, finca 6-263367-000 in Puntarenas — a built house known within the project as Casa Kyles — is transferred by COMPRAVENTA to Yoko Village Caribe Lejaim Limitada, cédula jurídica 3-102-894264. The seller is reported to be Estérica Limitada, cédula 3-102-791955. The registry history shows the parcel was segregated from a parent property on 3 July 2024 (SEGREGACIÓN DE LOTE EN CABEZA DE SU DUEÑO, Tomo 2024, Asiento 448824), with an easement registered the same day, and that this is the only transfer recorded against it since.

Three facts follow from the dates, and we state them without drawing a conclusion from them. The transfer was executed before the shareholders' meeting described below was convened, and five weeks before shareholders were told the sale had been "ratified." The acquiring company is the same entity — matched by cédula — whose extraordinary shareholders' meetings Rosenfeld convened on 14 July and 8 August 2026. And he is that company's registered manager. What remains undisclosed to shareholders is the consideration: whether US$100,000 was in fact paid, by whom, to whom, and where it went. The registry does not record it and no shareholder has been shown it.

A shareholders' meeting is called for 8:00 a.m. — and no link is ever sent

On 14 July 2026 a CONVOCATORIA A ASAMBLEA GENERAL EXTRAORDINARIA DE SOCIOS is issued for a virtual meeting on 24 July at 8:00 a.m., requiring a quorum and providing that if quorum is not met the meeting proceeds at 9:00 a.m. regardless. No joining link is provided. A shareholder writes on 15 July and again on 16 July asking for the time zone and the access details. Neither request is answered. He is unable to attend. The meeting proceeds.

He writes again on 25 July: "How were any of us supposed to join a call for which information was never actually provided in spite of explicitly asking for the details? Proceeding with any major decisions without actually allowing any shareholders to join the call would be a blatant breach of your fiduciary obligations." No reply is received.

A second meeting is held — to read out the decisions taken at the first

A second convocatoria issues on 8 August and the meeting is held on 11 August, this time with a working link. Chairing it, Rosenfeld states that the sale of folio real 263367 for US$100,000 had already been "ratified in a previous meeting," and that proceeds are to be applied to taxes, legal fees, liabilities, investor reimbursements and possible dividends. He does not identify the counterparty. Shareholders are informed of outcomes rather than consulted on them, and the record notes their objection that they were never invited to the meeting at which the sale was said to have been ratified.

The registry entry above records that the transfer had been executed on 9 July 2026 — before either convocatoria was issued.

The entire board of Sangha Teresa is replaced — backdated more than two months

Sangha Teresa S.A. (3-101-823705) holds finca 6-250886-000 — 59,206 m², the retreat-centre land appraised by Colliers in March 2024 at US$4,555,000 and carried in the project's own asset schedule at a fiscal value of ₡418,692,149. It is the single largest asset in the structure.

A Registro Nacional certification issued on 22 August 2026 records that the entire board of Sangha Teresa was replaced, with effect from 15 June 2026 and registered on 21 August 2026. Rosenfeld does not appear in the new board. A PODER GENERALÍSIMO was inscribed on the same day, 21 August 2026, under citations 2026-612704-1-5. The company's registered statutes provide that representation belongs to the president alone and that "la junta directiva no tiene facultad para otorgar poderes".

The change was given retroactive effect to a date more than two months before it was registered. No shareholder known to us was convened to any meeting at which the replacement was authorised, and none was notified that it had occurred. We learned of it from the registry. We publish it because a change of control over the project's largest asset is material to anyone assessing this record. We do not name the incoming officers. None is a party to any proceeding of which we are aware.