Texas Ventures Acquisition III Corp

Texas Ventures Acquisition III Corp_June 30, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42609

Texas Ventures Acquisition III Corp

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		98-1802457
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1012 Springfield Avenue Mountainside, New Jersey		07092
(Address of principal executive offices)		(Zip Code)

(201) 985-8300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	TVACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001	TVA	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TVACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 13, 2026, there were 22,500,000 Class A ordinary shares, par value $0.0001 per share, and 7,500,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

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TEXAS VENTURES ACQUISITION III CORP

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026

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		Page
PART I - FINANCIAL INFORMATION		1
Item 1.	Unaudited Condensed Financial Statements	1
	Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	1
	Condensed Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2026 and 2025 (Unaudited)	3
	Condensed Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
PART II - OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURES		26

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Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:

●

“Administrative Services Agreement” are to the Administrative Services Agreement, dated April 22, 2025, which we entered into with our Prior Sponsor (as defined below), and which was terminated effective September 18, 2025 as of the closing of the transactions provided for by the Purchase Agreement;

●

“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect;

●

“ASC” are to the FASB (as defined below) Accounting Standards Codification;

●

“ASU” are to the FASB Accounting Standards Update;

●

“Board of Directors” or “Board” are to our board of directors;

●

“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

●

“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;

●

“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;

●

“Clear Street” means Clear Street LLC;

●

“Cohen & Company” means Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC;

●

“Combination Period” are to the eighteen-month period, from the closing of the Initial Public Offering (as defined below) to October 24, 2026 (or such earlier date as determined by the Board) that we have to consummate an initial Business Combination; provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;

●

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time;

●

“Company,” “our,” “we” or “us” are to Texas Ventures Acquisition III Corp, a Cayman Islands exempted company;

●

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Public Warrants (as defined below);

●

“Deferred Fee” are to the additional fee of up to 4% of the gross proceeds of the Initial Public Offering to which the underwriters to the Initial Public Offering are entitled that is payable only upon our completion of the initial Business Combination and based on the percentage of funds remaining in the Trust Account (as defined below) after redemptions of public shares;

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

●

“FASB” are to the Financial Accounting Standards Board;

●

“Founder Shares” are to the Class B Ordinary Shares initially purchased by our Prior Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below)). Following closing of the transactions provided for by the Purchase Agreement (as defined below), the Founder Shares are held by the New Sponsor (as defined below);

●

“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on April 24, 2025;

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●

“Insider Letter” are to the letter agreement, dated September 18, 2025, by and among the Company, the New Sponsor and the individuals designated to become officers and directors upon the closing of the transactions provided for by the Purchase Agreement, addressing, among other things, voting obligations and certain transfer restrictions applicable to the New Sponsor and such individuals;

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

●

“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Prior Sponsor on August 1, 2024 and as amended and restated on March 14, 2025;

●

“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on February 10, 2025, as amended, and declared effective on April 22, 2025 (File No. 333-284793);

●

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

●

“Letter Agreement” are to the Letter Agreement, dated April 22, 2025, which we entered into with our Prior Sponsor and the individuals then serving as our directors and officers, which, pursuant to the Waiver of Joinder Requirement under the Insider Letter and the Purchase Agreement, dated September 18, 2025, did not require the New Sponsor to execute a joinder and was terminated effective as of the closing of the transactions provided for by the Purchase Agreement;

●

“Management” or our “Management Team” are to our executive officers and directors;

●

“non-managing sponsor investors” or “NMSI” means seven institutional investors (none of which are affiliated with any member of Management, other members of our Prior Sponsor or any other investor) that prior to September 18, 2025, purchased, indirectly, through the purchase of non-managing sponsor membership interests in the Prior Sponsor, an aggregate of 4,100,000 Private Placement Warrants (defined below) at a price of $1.00 per warrant ($4,100,000 in the aggregate); in connection with the non-managing sponsor investor indirectly purchasing, through the Prior Sponsor, the NMSI Private Placement Warrants (defined below) allocated to it in connection with the closing of this offering, the Sponsor issued membership interests in the Sponsor at a nominal purchase price to the non-managing sponsor investors at the closing of the IPO reflecting interests in an aggregate of 3,280,000 Founder Shares then held by the Prior Sponsor. Pursuant to the Purchase Agreement, the non‑managing sponsor investors have no further rights, claims or interests in or to any securities of the Company (other than any Public Units, Public Shares or Public Warrants they may hold), and all such Private Placement Warrants that had been NMSI Private Placement Warrants are now held by the New Sponsor following the closing of the transactions provided for by the Purchase Agreement;

●

“NMSI Private Placement Warrants” means the subset of 4,100,000 Private Placement Warrants that, prior to September 18, 2025, when they were acquired by the New Sponsor, were designated to be distributed to non-managing sponsor investors by the Prior Sponsor upon closing of our initial Business Combination. Following the closing of the transactions provided for by the Purchase Agreement on September 18, 2025, no such Private Placement Warrants are held by, or are distributable to, any non‑managing sponsor investor, and no consent, exchange or other special rights applicable solely to the NMSI Private Placement Warrants are in effect, and all such Private Placement Warrants are held by the New Sponsor following the closing of the transactions provided for by the Purchase Agreement;

●

“NMSI Shares” means the Class A Ordinary Shares underlying the NMSI Private Placement Warrants;

●

“Nasdaq” are to the Nasdaq Stock Market LLC;

●

“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its Initial Public Offering registration statement;

●

“Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;

●

“New Sponsor” are to Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company;

iii

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●

“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;

●

“Over-Allotment Option” are to the 45-day option that the underwriters of the Initial Public Offering had to purchase up to an additional 3,000,000 units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was partially exercised;

●

“Prior Sponsor” are to TV Partners III, LLC, a Delaware Limited Liability Company;

●

“Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering;

●

“Private Placement Warrants” are to the aggregate of the 4,700,000 warrants initially issued to our Prior Sponsor and 2,868,750 warrants initially issued to the underwriters of the Initial Public Offering in the Private Placement, with each Private Placement Warrant entitling the holder to purchase one Class A Ordinary Share. Following the closing of the transactions provided for by the Purchase Agreement, the 4,700,000 Private Placement Warrants originally issued to the Prior Sponsor have been sold by the Prior Sponsor to, and are held by, the New Sponsor (subject to permitted transfers), and the remaining Private Placement Warrants are held by the underwriters (or their permitted transferees). For the avoidance of doubt, there no longer are any Private Placement Warrants issued indirectly to the non‑managing sponsor investors;

●

“Private Placement Warrants Purchase Agreements” are to the Private Placement Warrants Purchase Agreement, dated April 22, 2025, by and between us and the Prior Sponsor, and the Private Placement Warrants Purchase Agreement, dated April 22, 2025, by and among us, Cohen & Company and Clear Street (in each case as amended, restated, supplemented or otherwise modified from time to time);

●

“Public Shares” are to the Class A Ordinary Shares sold as part of the Public Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

●

“Public Shareholders” are to the holders of our Public Shares, including our initial shareholders, Management and any non-managing sponsor investors to the extent our initial shareholders, members of Management, and/or any non-managing sponsor investors purchase public shares, provided that the each initial shareholder’s, member of Management, and any non-managing sponsor investors’ status as a “Public Shareholder” will only exist with respect to such Public Share;

●

“Public Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant;

●

“Public Warrants” are to the redeemable warrants sold as part of the Public Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market), with each Public Warrant entitling the holder to purchase one Class A Ordinary Share;

●

“Purchase Agreement” means that certain Purchase Agreement, dated September 18, 2025, by and among the Company, our Prior Sponsor, and our New Sponsor, as it may be amended, restated, supplemented or otherwise modified from time to time;

●

“Registration Rights Agreement” are to the Registration Rights Agreement, dated April 22, 2025, by and among the Company, the Prior Sponsor, Cohen & Company, Clear Street, and certain security holders party thereto, as joined and amended by the Joinder to and Amendment of the Registration Rights Agreement, dated September 18, 2025, by the New Sponsor (acknowledged and accepted by the Company and the Prior Sponsor), and as further amended, restated, supplemented or otherwise modified from time to time;

●

“Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026;

●

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

●

“SEC” are to the U.S. Securities and Exchange Commission;

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●

“Securities Act” are to the Securities Act of 1933, as amended;

●

“SPAC” are to a special purpose acquisition company;

●

“Sponsor” are to the Prior Sponsor prior to the closing of the transactions contemplated by the Purchase Agreement and the New Sponsor following the closing of the transactions contemplated by the Purchase Agreement;

●

“Trust Account” are to the U.S.-based trust account in which an amount of $226,125,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering;

●

“Trust Agreement” are to the Investment Management Trust Agreement, dated April 22, 2025, which we entered into with Continental, as trustee of the Trust Account;

●

“Underwriting Agreement” are to the Underwriting Agreement, dated April 22, 2025, which we entered into with Cohen & Company Capital Markets, as representative of the several underwriters;

●

“GAAP” are to the accounting principles generally accepted in the United States of America;

●

“Warrants” are to the Private Placement Warrants and the Public Warrants, together;

●

“Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; and

●

“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us.

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PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Financial Statements

TEXAS VENTURES ACQUISITION III CORP

CONDENSED BALANCE SHEETS


		June 30,			December 31,
		2026			2025
		(Unaudited)
ASSETS
Current Assets:
Cash		$	256,897		$	856,131
Prepaid expenses			126,838			102,500
Total Current Assets			383,735			958,631

Prepaid expenses, non-current			—			33,334
Investments held in Trust Account			236,580,243			232,460,533
Total Assets		$	236,963,978		$	233,452,498

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable		$	120,055		$	—
Accrued expenses			2,744,164			231,427
Due to related party			—			2,425
Total Current Liabilities			2,864,219			233,852

Deferred underwriting commissions			9,000,000			9,000,000
Total Liabilities			11,864,219			9,233,852

Commitments and contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 22,500,000 shares issued and outstanding at redemption value of $10.51 and $10.33 per share, at June 30, 2026 and December 31, 2025, respectively			236,580,243			232,460,533
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at June 30, 2026 and December 31, 2025			—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding, excluding 22,500,000 shares subject to possible redemption, at June 30, 2026 and December 31, 2025			—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 shares issued and outstanding at June 30, 2026 and December 31, 2025			750			750
Additional paid-in capital			—			1,621,805
Accumulated deficit			(11,481,234)			(9,864,442)
Total Shareholders’ Deficit			(11,480,484)			(8,241,887)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit		$	236,963,978		$	233,452,498

See accompanying notes to the condensed financial statements.

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TEXAS VENTURES ACQUISITION III CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)



		For the						For the
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025
EXPENSES
General and administrative expenses		$	723,227		$	236,916		$	3,244,511		$	276,512
TOTAL EXPENSES			(723,227)			(236,916)			(3,244,511)			(276,512)

OTHER INCOME
Interest income earned on investments held in Trust Account			2,075,700			1,733,912			4,119,710			1,733,912
Interest income earned on cash held in operating account			1,117			6,469			5,914			6,469
Change in fair value of warrant liability			—			1,435,682			—			1,435,682
TOTAL OTHER INCOME			2,076,817			3,176,063			4,125,624			3,176,063
NET INCOME		$	1,353,590		$	2,939,147		$	881,113		$	2,899,551

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption			22,500,000			14,725,275			22,500,000			7,403,315
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption		$	0.05		$	0.13		$	0.03		$	0.20
Basic weighted average shares outstanding, Class B non-redeemable ordinary shares			7,500,000			7,280,220			7,500,000			6,975,138
Basic net income per share, Class B non-redeemable ordinary shares		$	0.05		$	0.13		$	0.03		$	0.20
Diluted weighted average shares outstanding, Class B non-redeemable ordinary shares			7,500,000			7,500,000			7,500,000			7,500,000
Diluted net income per share, Class B non-redeemable ordinary shares		$	0.05		$	0.13		$	0.03		$	0.19

See accompanying notes to the condensed financial statements.

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TEXAS VENTURES ACQUISITION III CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026


		Class B					Additional
		Ordinary Shares					Paid-In			Accumulated			Shareholders’
		Shares		Amount			Capital			Deficit			Deficit
Balance, January 1, 2026		7,500,000		$	750		$	1,621,805		$	(9,864,442)		$	(8,241,887)
Remeasurement of ordinary shares to redemption value		—			—			(1,621,805)			(422,205)			(2,044,010)
Net loss		—			—			—			(472,477)			(472,477)
Balance, March 31, 2026 (unaudited)		7,500,000			750			—			(10,759,124)			(10,758,374)
Remeasurement of ordinary shares to redemption value		—			—			—			(2,075,700)			(2,075,700)
Net income		—			—			—			1,353,590			1,353,590
Balance, June 30, 2026 (unaudited)		7,500,000		$	750		$	—		$	(11,481,234)		$	(11,480,484)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Class B

Additional

Ordinary Shares

Paid-In

Accumulated

Shareholders’

 

Shares

 

Amount

Capital

Deficit

Balance, January 1, 2025

 

7,666,667

 

767

 

24,233

 

(44,737)

 

(19,737)

Net loss

—

(39,596)

Balance, March 31, 2025 (unaudited)

7,666,667

767

24,233

(84,333)

(59,333)

Forfeiture of Class B ordinary shares

(166,667)

(17)

—

Payment for private placement

—

3,468,500

—

3,468,500

Fair value of public warrants

—