Business Context and Reporting Period
This Form 8-K, dated September 18, 2025, reports a change in control for Texas Ventures Acquisition III Corp (the "Company"). The Company, a Cayman Islands emerging growth company, entered into a Purchase Agreement with Yorkville Acquisition Sponsor II, LLC (the "New Sponsor") to acquire the Company from TV Partners III, LLC (the "Prior Sponsor"). Following the transaction, the Company intends to operate under the name "Yorkville Acquisition II."
Key Financial Metrics
The filing details a specific transaction value but does not provide comprehensive financial statements, revenue, or operating margins, as the Company is a Special Purpose Acquisition Company (SPAC) in the pre-business combination phase.
- Transaction Value: The New Sponsor paid an aggregate purchase price of $7,400,000.
- Assets Acquired: 7,500,000 Class B ordinary shares and 4,700,000 private placement warrants.
- Liquidity Condition: A condition to closing was the Company holding at least $875,000 in cash or cash equivalents (exclusive of the trust account) after paying outstanding liabilities.
- Debt and Liabilities: The filing notes the payment of all outstanding invoices by closing but does not disclose specific debt figures or total liabilities.
Material Changes Versus Prior Period
The primary material change is the complete replacement of the Company's sponsor, board of directors, and executive management team.
- Change in Control: The Prior Sponsor ceased to control the Company. The New Sponsor now owns all Class B Ordinary Shares and controls the appointment of the Board of Directors.
- Management Resignations: All prior directors and officers, including E. Scott Crist, R. Greg Smith, Andrew Clark, Harvin Moore, and Aruna Viswanathan, resigned effective at closing.
- New Leadership: The New Sponsor appointed a new Board of Directors (including Mark Angelo as Chairman, Devin Nunes, and Lawrence Glick) and a new management team (Kevin McGurn as CEO and Troy Rillo as CFO).
- Agreement Terminations: The Administrative Services Agreement and the Prior Insider Letter with the Prior Sponsor were terminated.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Strategy: The Company intends to change its name to exclude "Texas Ventures Acquisition III" in connection with soliciting approval for its initial business combination. The New Sponsor has committed to voting in favor of any proposed business combination and not redeeming shares held by the sponsor.
Risks and Contingencies:
- Unsatisfied Condition: A condition to the Purchase Agreement required a waiver from the underwriters to reduce the deferred underwriting fee. This condition was not satisfied at closing, yet the New Sponsor consummated the Purchase regardless.
- Indemnification: The Prior Sponsor agreed to indemnify the New Sponsor and Company for certain losses, including breaches of representations and warranties.
- Transfer Restrictions: The New Sponsor agreed not to transfer the acquired Class B shares or private warrants prior to the closing of the initial business combination, except to permitted transferees.
Investor Verification Checklist
- Verify the status of the deferred underwriting fee waiver with the underwriters (Cohen & Company Capital Markets and Clear Street LLC), given the condition was not met at closing.
- Confirm the exact cash balance held outside the trust account to ensure it meets or exceeds the $875,000 threshold required at closing.
- Review the new Insider Letter (Exhibit 10.2) for specific voting obligations and transfer restrictions imposed on the New Sponsor.
- Monitor the timeline for the name change to "Yorkville Acquisition II" and the subsequent search for a target business combination.
- Assess the potential conflicts of interest or strategic direction given the new board's affiliations with Trump Media & Technology Group and The Trump Organization.