Business Context and Reporting Period
Company: Texas Ventures Acquisition III Corp (TVAC)
Reporting Period: Quarterly period ended June 30, 2026
Entity Type: Cayman Islands exempted company; Special Purpose Acquisition Company (SPAC); Emerging Growth Company; Shell Company.
Operational Status: The Company is a blank check company formed to effect a business combination. It has not engaged in any operations other than organizational activities and searching for a target. The Company is within one year of its mandatory liquidation date (October 24, 2026) if a business combination is not consummated.
Key Financial Metrics
| Metric | June 30, 2026 | Dec 31, 2025 |
|---|---|---|
| Cash (Operating) | $256,897 | $856,131 |
| Investments in Trust Account | $236,580,243 | $232,460,533 |
| Total Assets | $236,963,978 | $233,452,498 |
| Total Liabilities | $11,864,219 | $9,233,852 |
| Working Capital Deficiency | ($2,480,484) | ($724,779) |
| Net Income (6 Months Ended) | $881,113 | $2,899,551 (2025) |
| Net Income (3 Months Ended) | $1,353,590 | $2,939,147 (2025) |
| Deferred Underwriting Commissions | $9,000,000 | $9,000,000 |
Material Changes vs. Prior Period
- Operating Expenses: General and administrative expenses increased significantly to $3,244,511 for the six months ended June 30, 2026, compared to $276,512 in the same period in 2025. This increase is attributed to costs associated with identifying and evaluating prospective business combinations.
- Interest Income: Interest income earned on investments held in the Trust Account rose to $4,119,710 for the six months ended June 30, 2026, from $1,733,912 in the prior year period, reflecting higher yields on trust assets.
- Warrant Liability: Unlike the prior year, there was no change in the fair value of warrant liability recorded in the current period. In 2025, a gain of $1,435,682 was recognized due to the reclassification of NMSI Private Placement Warrants from liability to equity following an amendment to the warrant agreement.
- Liquidity: Operating cash decreased by approximately $600,000 during the six-month period, resulting in a working capital deficiency of $2.48 million as of June 30, 2026.
Outlook, Risks, and Management Commentary
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company has a working capital deficiency and is within one year of its mandatory liquidation date (October 24, 2026). If a business combination is not completed, the Company will cease operations and liquidate.
- Combination Period: The Company has until October 24, 2026, to consummate an initial business combination. This period may be extended subject to shareholder approval and amendment of the Articles of Association.
- Redemption Rights: Public shareholders have the right to redeem their shares for a pro rata portion of the Trust Account (approximately $10.51 per share as of June 30, 2026) in connection with a business combination or liquidation.
- Deferred Fees: Underwriters are entitled to a deferred fee of $9,000,000, payable only upon the completion of a business combination. If no combination occurs, this fee is waived.
- Related Party Transactions: The Company entered into a Purchase Agreement in September 2025 where the New Sponsor (Yorkville Acquisition Sponsor II, LLC) acquired the Founder Shares and Private Placement Warrants from the Prior Sponsor. The CEO Advisory Agreement with Kevin McGurn terminated upon his resignation in April 2026.
Investor Verification Checklist
- Liquidation Timeline: Verify the exact deadline for the business combination (October 24, 2026) and the likelihood of an extension being approved by shareholders.
- Trust Account Value: Confirm the current per-share redemption value ($10.51) and the composition of assets within the Trust Account (U.S. government securities/money market funds).
- Working Capital: Assess the sufficiency of the $256,897 in operating cash to fund operations until the liquidation deadline or a business combination, noting the $2.48 million working capital deficit.
- Deferred Underwriting Fee: Understand that the $9,000,000 deferred fee reduces the net proceeds available to the combined entity or shareholders in the event of a successful transaction.
- Sponsor Change: Review the implications of the September 2025 change in Sponsorship from TV Partners III, LLC to Yorkville Acquisition Sponsor II, LLC, including the transfer of Founder Shares and warrants.