Business Context and Reporting Period
Company: Texas Ventures Acquisition III Corp (TVAC)
Reporting Period: Year ended December 31, 2025 (Inception: July 26, 2024)
Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company or "SPAC") with no material operations. The Company was formed to effect a business combination with one or more target businesses.
Key Events:
- IPO: Consummated on April 24, 2025, selling 22,500,000 Units at $10.00 per unit, generating $225,000,000 in gross proceeds.
- Private Placement: Simultaneously sold 7,568,750 Private Placement Warrants for $7,568,750.
- Sponsor Change: On September 18, 2025, the Prior Sponsor sold all Founder Shares and Private Placement Warrants to Yorkville Acquisition Sponsor II, LLC ("New Sponsor") for $7,400,000. The New Sponsor appointed a new Board of Directors and management team.
- Target Discussions: As of February 27, 2026, the Company is engaged in ongoing discussions with Trump Media & Technology Group Corp. (TMTG) regarding a potential business combination with a spin-off entity ("SpinCo") including Truth Social. No definitive agreement has been reached.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Net Income | $5,926,421 |
| Total Assets | $233,452,498 |
| Trust Account Balance | $232,460,533 |
| Cash (Outside Trust) | $856,131 |
| Working Capital | $724,779 |
| Total Liabilities | $9,233,852 |
| Deferred Underwriting Commissions | $9,000,000 |
| Class A Shares Subject to Redemption | 22,500,000 shares (Redemption value: ~$10.33/share) |
| Class B Founder Shares Outstanding | 7,500,000 shares |
Note: The Company generated no operating revenue. Net income was driven by interest income on Trust Account investments ($6,335,533) and a realized gain on NMSI warrants ($257,126), offset by general and administrative expenses ($718,934).
Material Changes vs. Prior Period
- From Inception to IPO: The Company transitioned from a pre-IPO entity with minimal assets ($255,223 total assets as of Dec 31, 2024) to a public SPAC with over $233 million in assets following the April 2025 IPO.
- Profitability: The Company moved from a net loss of $44,737 in the period from inception through Dec 31, 2024, to a net income of $5,926,421 for the full year 2025, primarily due to interest income accumulation in the Trust Account.
- Ownership Structure: The Prior Sponsor divested its entire interest (Founder Shares and Private Placement Warrants) to the New Sponsor in September 2025. Consequently, the New Sponsor now holds 100% of the Class B Founder Shares.
- Warrant Accounting: An amendment to the Warrant Agreement on December 31, 2025, reclassified NMSI Private Placement Warrants from a liability to equity, resulting in a realized gain of $257,126.
Guidance, Outlook, Risks, and Contingencies
Outlook and Guidance:
- The Company has until 18 months from the IPO closing (October 25, 2026) to consummate a business combination, unless extended by shareholder vote.
- Management is actively discussing a potential combination with TMTG/SpinCo, but no term sheet or definitive agreement exists.
- If no business combination is completed by the deadline, the Company will liquidate and redeem Public Shares at a pro-rata share of the Trust Account (approximately $10.33 per share as of Dec 31, 2025, subject to interest and taxes).
Risks and Contingencies:
- Going Concern: The auditor has raised substantial doubt about the Company's ability to continue as a going concern due to the mandatory liquidation date and the need for additional funding to operate until a combination is consummated.
- Liquidity: The Company holds $856,131 in cash outside the Trust Account. It may require additional financing (Working Capital Loans) to fund transaction costs or operations.
- Trust Account Claims: Funds in the Trust Account could be subject to claims by creditors, potentially reducing the redemption amount below $10.05 per share. The Sponsor has agreed to indemnify the Trust Account against certain claims, but the Company has not verified the Sponsor's ability to satisfy these obligations.
- Regulatory and Geopolitical: Risks include potential U.S. federal excise tax on share redemptions, changes in SPAC regulations, and global geopolitical instability affecting target selection and valuation.
Investor Verification Checklist
- Target Status: Verify the current status of discussions with TMTG/SpinCo and whether a definitive agreement has been signed.
- Liquidity Runway: Confirm if the Company has secured additional Working Capital Loans to cover operating expenses through the October 2026 deadline.
- Trust Account Balance: Monitor the Trust Account balance to ensure it remains sufficient to cover the redemption price per share, accounting for any withdrawals for taxes or expenses.
- Sponsor Solvency: Assess the financial capacity of the New Sponsor to fulfill indemnification obligations if third-party claims arise against the Trust Account.
- Extension Possibility: Determine if the Company intends to seek shareholder approval to extend the combination period beyond 18 months.