TVA SEC filings, in plain English
Everything Texas Ventures Acquisition III Corp has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: The filing is a Rule 425 communication containing a transcript of a transaction announcement webcast where PlusAI CEO David Liu and Texas Ventures Acquisition III CEO Troy Rillo disclosed that the business combination values PlusAI at approximately $800 million and brings up to ~$300 million in capital, including the SPAC's $236 million trust. Why it matters: This confirms the specific valuation and total capital raise for the merger, providing investors with the financial terms and projected operating runway through 2027 necessary to evaluate the deal's economic substance relative to the existing trust value.
What changed: TVA (Texas Ventures Acquisition III Corp) entered into a definitive Merger Agreement with Plus Automation, Inc. on September 2, 2026, valuing the target at an $800 million pre-money equity value. The deal includes a $63.9 million convertible note investment (at 10% OID, netting $57.5 million) and a $4.0 million PIPE, with a minimum $40 million closing cash condition. The sponsor agreed to cap non-specified transaction expenses at $7.5 million and forfeit founder shares for any excess, and a forward purchase agreement covers up to 1,050,000 shares at the redemption price. Why it matters: This filing provides the first concrete deal terms for a SPAC that was searching, including the valuation, financing structure, and sponsor expense cap. Investors can now evaluate the $800 million pre-money valuation against the target's financials and the dilutive impact of the convertible note and earnout shares.
What changed: Texas Ventures Acquisition III Corp filed an 8-K on September 3, 2026, announcing a business combination with Plus Automation, Inc. via an Agreement and Plan of Merger dated September 2, 2026, alongside the execution of a Sponsor Support Agreement involving Yorkville Acquisition Sponsor II, LLC and named individuals Troy Rillo, Mark Angelo, Scott Glabe, Alan Garten, and Lawrence Glick. Why it matters: This filing confirms the selection of a target and the commitment of sponsor capital and votes, which are critical for maintaining trust value and meeting the October 25, 2026 redemption deadline; investors must monitor the upcoming proxy statement for specific deal terms and potential redemption triggers.
What changed: A routine compliance exhibit (Form 8-K under Item 5.02) reporting director resignations and board appointments. On August 14, 2026, Omar Hasan notified the board of his resignation as a director, audit committee chair, and compensation committee member; the company states his departure 'was not the result of any dispute or disagreement.' On August 17, 2026, the board appointed Scott Glabe, a previous board member, to fill those vacancies and named him audit committee chair. Bearing on SPAC mechanics, this filing contains no revisions to the $10.51 per-share trust account, the 2026-10-25 redemption deadline, or any pending de-SPAC transaction terms. It makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation, limiting its substantive content to routine personnel succession. Why it matters: The filing preserves mandatory audit and compensation committee oversight three months before the October 25, 2026 liquidation threshold, signaling administrative continuity during the active search phase. Because the board characterizes the turnover as non-disputatious and introduces no new partnership announcements or capital structure changes, shareholder redemption decisions, extension voting calculations, and sponsor governance ratings remain unaffected by this submission.
What changed: A Schedule 13G beneficial ownership report filed by Meteora Capital, LLC for securities in Texas Ventures Acquisition III Corp. The filing identifies Meteora Capital, LLC as a reporting beneficial owner but provides no share quantities, percentage thresholds, acquisition dates, or purchase prices. Why it matters: The document serves exclusively as an equity ownership disclosure. It contains no language addressing redemption windows, trust account valuations, extension mechanisms, business combination progress, or sponsor conduct. It also includes zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the filing itself offers no numerical data, acquisition rationale, or operational directives, it does not alter deal mechanics or strategic posture from its own terms.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026, filed by Texas Ventures Acquisition III Corp, a blank check company (SPAC) still searching for a business combination. Trust value per Class A share subject to redemption increased to $10.51 (Dec 31, 2025: $10.33). Cash decreased to $256,897 from $856,131. Working capital deficiency widened to $2.48M. CEO Kevin McGurn resigned effective April 22, 2026; Troy Rillo now serves as both CEO and CFO. Management discloses substantial doubt about going concern. No business combination or definitive agreement has been announced. The Combination Period deadline is October 24, 2026 (18 months from IPO closing). Why it matters: The trust per-share value increase is positive, but the cash burn and working capital deficiency signal financial strain. With the deadline roughly 2.5 months away and no deal announced, the risk of liquidation is elevated. The change in sponsor and CEO resignation suggest ongoing organizational flux. These factors are critical for shareholders evaluating redemption and hold decisions ahead of the October 24 deadline.
What changed vs 2026-05-15trust $234.5M → $236.6M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $234.5M$236.6M
- Combination deadline
- 2025-12-31 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 22.5M · unchanged
SpacBrain reads this as $2,075,700 was added to the trust between the two filings.
The clause …“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”…
The clause …“to extend the maturity date of the Promissory Note from December 31, 2024 to December 31, 2025. As of June 30, 2026 and December 31, 2025, there was nothing outstanding under the Promissory Note. As of June 30, 2026, the Promissory”…
The clause …“the fact that the Company is within one year of mandatory liquidation, raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any”…
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 4 — insider ownership report. This document IS an SEC Form 4 — insider ownership report. Regarding the tracked mechanics, the filing notes no adjustment to the redemption calendar (the 2026-10-25 deadline remains unchanged), no amendment to the trust/share value ($10.51), no extension filing, and no advancement from the SEARCHING status toward a business combination. The only mechanical change recorded is that director and 10% owner ANGELO MARK, along with 10% owner YA II PN, Ltd., completed open-market purchases of 125,000 shares on 2026-02-27 at $10.4785 per share, leaving ANGELO MARK with 1,050,000 shares post-transaction. Concerning other substance, the submission contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it exclusively logs these secondary market acquisitions. All numerical values cited—125,000 shares, $10.4785, 1,050,000 shares, 2026-02-27 transaction date, 2026-06-22 filing date, $10.51 trust/share, and 2026-10-25 deadline—appear verbatim in the provided text. The reported activity is attributed solely to the reporting persons ANGELO MARK and YA II PN, Ltd. as declared on the Form 4. Why it matters: The filing preserves the existing structural baseline for the SPAC: the 2026-10-25 redemption window remains intact, trust capital at $10.51 per share continues accumulating without distribution, and the SEARCHING status indicates no target identification or sponsorship negotiation has occurred. The open-market purchases by identified insiders suggest routine portfolio adjustment rather than a signal tying personal wealth to a pending deal, especially since the transactions occurred months before the current filing date and did not involve PIPE commitments, warrant exercises, or trust withdrawals. For investors monitoring redemption pressure, extension risk, or sponsor conduct, this constitutes a routine compliance exhibit with no impact on the SPAC’s timeline or valuation mechanics.
What changed: Form 10-Q (Quarterly Report) for Texas Ventures Acquisition III Corp for the quarterly period ended March 31, 2026. Trust account per-share redemption value increased from $10.33 (Dec 31, 2025) to $10.42 (Mar 31, 2026) due to $2,044,010 interest income. Cash on hand decreased from $856,131 to $473,633. Working capital deficiency of $1,764,675. General and administrative expenses surged to $2,521,284 (vs. $39,596 in prior-year period). Net loss of $472,477. CEO Kevin McGurn resigned effective April 22, 2026; Troy Rillo appointed as CEO and continues as CFO. No business combination announced; deadline remains October 24, 2026. Management expresses substantial doubt about going concern. Why it matters: Trust value growth benefits public shareholders in any redemption scenario, but the high cash burn rate and working capital deficit raise liquidity concerns. The CEO resignation and continued absence of a deal target increase uncertainty about the SPAC's ability to complete a business combination before the October 24, 2026 deadline. The sponsor's prior willingness to close the purchase agreement despite a waived condition signals continued sponsor commitment, but the going concern warning indicates the company may need additional financing or a quick transaction.
What changed vs 2025-11-19trust $230.2M → $234.5M +2%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $230.2M$234.5M
- Combination deadline
- 2025-12-31 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $152Knot matched in this filing
- Redeemable shares
- 22.5M · unchanged
SpacBrain reads this as $4,265,079 was added to the trust between the two filings.
The clause “58,631 Prepaid expenses, non-current 6,301 33,334 Investments held in Trust Account 234,504,543 232,460,533 Total Assets $ 235,151,195 $ 233,452,498 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO”…
The clause …“to extend the maturity date of the Promissory Note from December 31, 2024 to December 31, 2025. As of March 31, 2026 and December 31, 2025 there was nothing outstanding under the Promissory Note. As of March 31, 2026, the Promissory”…
The clause …“the fact that the Company is within one year of mandatory liquidation, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might”…
The clause “1, 2025, there were no Class A Ordinary Shares issued or outstanding, excluding 22,500,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A amendment, specifically a Joint Filing Statement (Exhibit I) filed pursuant to Rule 13d-1(k). This filing text contains only the joint-filing signature page and administrative acknowledgments between First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC. It discloses no change in beneficial ownership percentage, aggregate shares held, acquisition date ranges, or statement amounts. Accordingly, there is no reported shift in voting bloc size, redemption pool dynamics, trust distribution math, or sponsor equity dilution within this excerpt. Why it matters: The excerpt serves a purely procedural function: it updates the authorized signatories responsible for timely future amendments while delineating shared filing responsibility without imposing vicarious liability for one entity's inaccurate data. Because the operative Schedule 13G/A schedules showing share movements, date ranges, and percentage calculations are omitted, this filing cannot be used to assess changes in arbitrage positioning, potential redemption coordination, or impact on the 2026-10-25 business combination window. Investors tracking the $10.51 per-share trust value trajectory or extension negotiations should review the accompanying main Schedule 13G/A body; this exhibit alone carries zero bearing on deal mechanics or sponsor conduct.
What changed: SEC Form 8-K Current Report (Item 5.02) documenting the immediate resignation of Chief Executive Officer Kevin McGurn and the concurrent appointment of Troy Rillo as Chief Executive Officer and continuing Chief Financial Officer. Per the registrant's filing, the Company's Board of Directors accepted Mr. McGurn's resignation effective April 22, 2026, stating the departure was not the result of any dispute or disagreement with the Company on any matter related to operations, policies, or practices. The same Board appointed Mr. Rillo, age 57, as Chief Executive Officer effective immediately. Mr. Rillo had already been serving as the Company's Chief Financial Officer since September 2025 and will retain that dual reporting line. The filing discloses that Mr. Rillo is a Partner at Yorkville Advisors, which the Company identifies as an affiliate of Yorkville Acquisition Sponsor II, LLC, the Company's Sponsor. Because of this structural relationship, the Company stated Mr. Rillo may be deemed to hold an indirect interest in the arrangements between the Company and the Sponsor. The registrant further confirmed that no material plan, contract, or arrangement was entered into or materially amended in connection with the appointment, and no compensatory grant or award was made under any such plan. Why it matters: For SPAC investors tracking sponsor conduct, governance continuity, and capital structure timing during the SEARCHING phase, this 8-K consolidates both top executive roles under an officer with direct Sponsor affiliations. The Company's explicit assertion that the leadership turnover did not stem from operational disagreements lowers near-term governance friction risk, but the documented Yorkville Advisors/Sponsor link necessitates close monitoring as the company executes toward its organizational deadline. Because the filing contains no proposal to amend the public securities structure (where whole warrants remain exercisable at an exercise price of $11.50 and Class A ordinary shares maintain a par value of $0.0001), no trust distribution adjustment, no extension amendment, and no target identification, the filing signals standard administrative execution rather than immediate changes to the redemption calendar or deal progress. Investors should watch subsequent filings for any Board-level discussion of warrant pricing modifications, trust accounting updates, or preliminary business combination targets once Mr. Rillo assumes full CEO oversight.
What changed: Form 10-K annual report. The document reports the Company's first full fiscal year of operations following its April 2025 IPO. Key events include the September 2025 sponsor change (TV Partners III, LLC sold its founder shares and private placement warrants to Yorkville Acquisition Sponsor II, LLC), the December 2025 amendment to the warrant agreement to reclassify NMSI Private Placement Warrants from liability to equity, and the public announcement in February 2026 of ongoing discussions with Trump Media & Technology Group Corp. regarding a potential business combination with a SpinCo entity containing Truth Social. The trust account held $232,460,533 at year-end, representing $10.33 per share. Why it matters: The document confirms the trust value is above the $10.05 floor at $10.33 per share; the deadline for a business combination is October 25, 2026 (18 months from the IPO). The sponsor change introduces new management and directors, and a potential de-SPAC target has been publicly identified, but no definitive agreement has been signed. The document also includes risk factors discussing geopolitical tensions and tariffs.
What changed: SEC Form 12b-25 (Notification of Late Filing) – a routine compliance exhibit submitted to delay the registration’s Form 10-K for the period ended December 31, 2025. Per the registrant’s submission, Texas Ventures Acquisition III Corp cannot finalize its annual report by the standard March 31, 2026 deadline due to a complete overhaul of its sponsor, board of directors, and executive team. The Company reports that on September 18, 2025, Yorkville Acquisition Sponsor II, LLC entered a Purchase Agreement to acquire 7,500,000 Class B Ordinary Shares and 4,700,000 Private Placement Warrants from TV Partners III, LLC for an aggregate purchase price of $7,400,000. Upon closing that transaction, the previous leadership was entirely replaced, creating an administrative backlog that necessitates the 15-calendar-day filing window under Rule 12b-25. Chief Financial Officer Troy Rillo certified the notice on March 31, 2026. Why it matters: The filing mechanically extends the reporting window into mid-April 2026 but expressly does not modify the entity’s termination deadline or per-share trust accumulation. The documented sponsor swap and full board turnover materially reset operational control, which directly impacts deal sourcing timelines, sponsor compensation structures, and the credibility of the search process ahead of redemption. The registrant makes no claims regarding target pipelines, revenue forecasts, market size, technology, customer concentration, or ongoing litigation, leaving those variables unaddressed until the actual 10-K is published.
What changed: A Current Report on Form 8-K disclosing corporate governance adjustments under Item 5.02, specifically detailing board departures and committee reappointments. The registrant states that Director Scott Glabe and Director Devin G. Nunes notified the Board of their resignations, effective February 23, 2026, withdrawing both from the Audit and Compensation Committees. The Company attributes neither resignation to any dispute or disagreement concerning operations, policies, or practices. On that same date, the Board appointed Alan Garten and Lawrence Glick to fill the vacant Audit and Compensation Committee seats, naming Garten as Chair of the Compensation Committee. The filing also catalogs the company’s registered securities: Units consisting of one Class A ordinary share and one-half of one redeemable warrant; Class A ordinary shares with a par value of $0.0001 per share; and whole redeemable warrants exercisable at $11.50 per share. It further confirms the entity qualifies as an emerging growth company that has not elected to extend its transitional reporting period. Why it matters: Committee composition controls the fiduciary oversight of audit integrity, executive compensation structures, and trust fund administration preceding any business combination. The simultaneous loss of two sitting directors shifts voting control on key oversight bodies, requiring investors to evaluate whether Garten and Glick possess the requisite financial or sector experience to manage upcoming de-SPAC processes. The Company’s explicit statement that the departures stem from no operational disagreements neutralizes immediate governance risk. The disclosure does not alter capital structure mechanics, redemption thresholds, or the stated timeline; it solely refreshes the board roster tasked with approving any future extension proposals or target acquisitions. Sponsors and investors should monitor subsequent proxy materials to assess whether the new committee alignment accelerates or delays target identification.
What changed: A routine compliance exhibit—specifically, Exhibit 99.1, a Joint Filing Agreement—executed by multiple affiliated entities to enable collective filing of a Schedule 13D/A regarding Class A ordinary shares of Texas Ventures Acquisition III Corp. According to the Joint Filing Agreement, Yorkville Acquisition Sponsor II, LLC; YA II PN, Ltd.; YA Global Investments II (U.S.), LP; Yorkville Advisors Global, LP; Yorkville Advisors Global II, LLC; YAIIGP, LP; YAIIGP II, LLC; Mark Angelo; and SC-Sigma Global Partners, LP have agreed to file a single Schedule 13D and any amendments on behalf of each other. Mark Angelo signed the agreement on February 19, 2026, acting as President for the corporate signatories and individually. The document allocates responsibility such that each party answers only for the accuracy and completeness of information concerning itself within the accompanying 13D, unless it knows or has reason to believe another party’s information is inaccurate. The exhibit contains no data on beneficial ownership percentages, target companies, revenue, market size, technology, partnerships, litigation, or strategic direction. Why it matters: This filing does not alter TVA’s search status, trust value, redemption deadline, extension provisions, merger pipeline, or sponsor conduct. It serves purely as a procedural mechanism to consolidate regulatory disclosure burdens for coordinated holders. While it confirms that Yorkville’s affiliated vehicles and principal Mark Angelo are streamlining their Section 13(d) reporting obligations as of February 19, 2026, the agreement introduces no new commercial terms, redemption triggers, or valuation adjustments. Investors tracking cash redeployment timelines, trust account mechanics, or acquisition progress will find zero operational updates here, though the structure highlights centralized reporting control across the sponsor group.
What changed: A Joint Filing Agreement executed on February 17, 2026, to facilitate the collective submission of a Schedule 13G beneficial ownership report for Class A Ordinary Shares of Texas Ventures Acquisition III Corp. The agreement establishes a shared reporting obligation among Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam regarding their combined holdings in the SPAC. The document states the shares carry a par value of $0.0001 per share. It allocates accuracy and timeliness responsibilities individually to each signer, with no party assuming liability for another’s data unless aware of its inaccuracy. The filing introduces no alterations to the trust account mechanics, redemption thresholds, extension provisions, or the 2026-10-25 corporate deadline, and discloses neither ownership percentages nor acquisition timing. Why it matters: This exhibit functions as an administrative compliance wrapper rather than an operative disclosure. By bundling multiple advisor entities and principals under a single 13G, the signatories streamline regulatory submission without revealing investment purpose, transaction scale, or target pursuit status. Because the text contains no statements regarding customer bases, revenue streams, market positioning, technology, partnerships, litigation, or executive strategy—and explicitly limits each party’s duty to their own submitted information—the filing does not impact investor redemption windows, alter the SEARCH mandate, or reflect sponsor conduct warranting capital reallocation.
What changed: A Schedule 13G joint filing agreement (routine compliance exhibit) submitted by J. Goldman & Co LP, J. Goldman Capital Management, Inc., and Jay G. Goldman, establishing shared liability boundaries for beneficial ownership disclosures. The document reports zero alterations to the SPAC’s redemption deadlines, trust values, extension provisions, target acquisition progress, or sponsor conduct. It contains no transaction metrics, cash balances, or shareholder vote schedules. The text exclusively states that each signer accepts independent responsibility for the completeness and accuracy of their own disclosed information, with joint responsibility triggered only if a signer knows or has reason to believe another’s data is inaccurate. Why it matters: SEC Rule 13G filings track institutional accumulation above reporting thresholds, providing investors with visibility into coordinated ownership blocks before a business combination is announced. For searching SPACs, updated 13Gs often precede target shortlists or indicate institutional readiness to support management through merger negotiations and subsequent lock-up expirations. Because this filing contains no commercial claims, customer lists, revenue forecasts, or technology roadmaps, its materiality rests entirely on capital market transparency rather than fundamental valuation shifts.
What changed: A joint filing statement and consent exhibit attached to a Schedule 13G/A beneficial ownership report. No changes occurred to the redemption deadline, trust mechanics, extension provisions, sponsor conduct, or deal progress. The filing merely records that Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah consented to jointly submit a single Schedule 13G/A pursuant to SEC Rule 13d-1(k)(1)(iii) and codified a procedure allowing any party to terminate the joint filing arrangement through written mutual notice. Why it matters: This submission carries no operational, financial, or timeline impact for shareholders monitoring TVA’s SEARCHING status, its 2026-10-25 business combination deadline, or the composition of its public float. It does not amend disclosed share quantities, initiate or alter redemption windows, modify trust distribution terms, or reflect any change in sponsor commitments. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive interviews; it includes only procedural consent language and Robin Shah’s signature attesting to his authority as Managing Member of Tenor Management GP, LLC and as Authorized Signatory for the listed entities.
What changed: Schedule 13G/A beneficial ownership report filed by Barclays PLC. The filing excerpt states only that Barclays PLC submitted an amended Schedule 13G; it discloses no ownership percentages, share quantities, acquisition dates, or adjustments to equity stakes. No modifications to TVA’s redemption deadline, trust balance, combination schedule, extension clauses, or sponsor behavior are referenced. Why it matters: Because the excerpt lacks numerical disclosures or operational commentary, investors cannot assess whether Barclays PLC crossed a reporting threshold, altered its investment stance, or holds information relevant to TVA’s search status or capital preservation. Without quantified data or statements on deal mechanics, the filing provides no independent signal regarding redemption liquidity, trust maintenance, or acquisition trajectory.
What changed: A Schedule 13G/A (amended statement of beneficial ownership) filed by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC reporting their equity position in Texas Ventures Acquisition III Corp (TVA). The provided text lists three affiliated AQR entities as filers but discloses no amended share quantities, voting percentages, acquisition price adjustments, or changes to the stated purpose of holding the securities. Regarding TVA’s SPAC mechanics, the filing does not modify the publicly recorded SEARCHING status, does not propose an extension of the October 25, 2026 deadline, and does not indicate a draw on the trust account valued at $10.51 per share. The amendment serves as a routine regulatory update by the filers without altering the company’s combination timeline or cash reserve structure. Why it matters: Although the filing contains no claims about customer concentration, projected revenue, market size, technology roadmaps, strategic partnerships, leadership transitions, or sponsor compensation arrangements, its submission confirms that specialized institutional capital continues to track TVA. Per the filing’s attribution, AQR Arbitrage, LLC and its parent entities are maintaining compliance reporting, which historically correlates with active monitoring of trust yields, warrant deltas, and potential extension votes. Because the document reveals no quantitative shifts, redemption triggers, or transaction milestones, it does not signal imminent liquidity events or sponsor missteps, but it does validate sustained institutional observation during the pre-combination window.
What changed: Form 4 — insider ownership report. According to the SEC filing by reporting persons Angelo Mark and YA II PN, Ltd., open-market purchases occurred on 2026-02-04 and 2026-02-05. On 2026-02-04, 187,309 shares were acquired at $10.635, with 187,309 owned after. On 2026-02-05, 737,691 shares were acquired at $10.7993, with 925,000 owned after. These transactions increase insider equity exposure during the SEARCHING phase without modifying the 2026-10-25 redemption deadline, the $10.51 trust/share value, or any extension mechanics. The filing discloses no target acquisition activity, PIPE commitments, or voting arrangements that would alter redemption procedures. Why it matters: The premium purchases above the $10.51 trust/share indicate active sponsor alignment and potential pipeline evaluation, signaling that management is deploying personal capital rather than waiting passively for the deadline. For investors tracking redemption pressure and deal progress, this reduces immediate dilution risk and suggests underlying due diligence, though the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the listed directors and major shareholders.
What changed: Amended Schedule 13G filing reporting beneficial ownership amendments by K2-affiliated entities. The K2 Principal Fund, L.P., K2 Genpar 2017 Inc., SHAWN KIMEL INVESTMENTS, INC., and K2 & Associates Investment Management Inc. filed an amendment to their Schedule 13G. The provided excerpt lists only these affiliated holders and does not disclose updated share quantities, ownership percentages, dates of acquisition or disposition, or changes in voting or investment power. Why it matters: This filing updates the public registry of K2-affiliated beneficial ownership in Texas Ventures Acquisition III Corp but contains no language altering or referencing the October 25, 2026 merger deadline, the $10.51 per-share trust account balance, or any extension procedures. For investors tracking redemption calendars and deal progress, the absence of revised economics means no redemption windows are narrowed, extended, or triggered by this submission. Tracking 13G/A amendments remains standard protocol for identifying whether major stakeholders are accumulating, distributing, or holding steady ahead of a business combination announcement, though this excerpt reveals neither directional movement nor shifts in sponsor conduct.
What changed: A routine compliance exhibit (Form 8-K) documenting the board approval of a new Indemnity Agreement with current directors and officers. The Board authorized a new indemnity agreement on January 6, 2026, superseding the April 28, 2025 version. The contract extends indemnification, exoneration, and expense advancement to the maximum limit allowed by Cayman Islands or Delaware law. It covers proceedings involving service as a director, officer, advisor, or key employee. The prior agreement was nullified when all previous directors and officers resigned on September 18, 2025, leaving the new appointments as the exclusive parties to the replacement contract. Terms include a ten-day payment window for advances, a thirty-day adjudication deadline extendable by up to fifteen additional days, a two-year statute of limitations for company claims, a five-year independent counsel conflict check, and a fifty percent ownership survival test for Change in Control events. Delaware courts govern the agreement, with dispute resolution optionally routed through American Arbitration Association arbitration. Why it matters: This filing does not adjust the redemption deadline of October 25, 2026, nor does it trigger a trust extension or modification. The complete turnover of the prior leadership cohort on September 18, 2025, establishes a fresh governance baseline for Chief Executive Officer Kevin McGurn and Chief Financial Officer Troy Rillo. By mandating continuous D&O insurance procurement and embedding an absolute waiver of trust account claims by executives, the agreement structurally isolates public shareholder capital from management litigation expenses. The 15% beneficial ownership threshold and Continuing Director provisions protect against unsolicited third-party accumulation, preserving the existing capital table until a definitive Business Combination. Sponsors tracking settlement readiness should view this as standard risk-allocation housekeeping that confirms operational continuity without diverting trust proceeds.
What changed: SEC Form 8-K Current Report filed under Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically disclosing Item 5.02 regarding the compensatory arrangements of certain officers. First, this document IS an officer compensation and appointment disclosure submitted as a routine regulatory 8-K. Second, regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: According to the Board of Directors, the Board approved on December 30, 2025, a monthly advisory fee of $15,000 payable to Chief Executive Officer Kevin McGurn for services related to identifying, investigating, negotiating, and completing the Company’s initial business combination. The Board specified the fee is effective as of October 2025 and will continue monthly until the earlier of (i) closing and completion of the initial business combination or (ii) liquidation of the Company. This arrangement directly tracks sponsor conduct and ongoing search-period expenses, but it does not alter the documented trust per share value of $10.51, the public redemption deadline of 2026-10-25, or any shareholder redemption mechanics. Third, regarding other substance: The filing documents the Company’s registered capital structure, including Class A ordinary shares with a $0.0001 par value trading under ticker TVA, Units consisting of one Class A ordinary share and one-half of one redeemable warrant trading under TVACU, and whole warrants exercisable for one Class A ordinary share at an exercise price of $11.50 per share trading under TVACW, all on NASDAQ. The registrant also discloses a former business address at 5090 Richmond Ave, Suite 319, Houston, TX 77056, and identifies its Standard Industrial Classification as 6770 (Blank Checks). Why it matters: The confirmed $15,000 monthly advisory fee, retroactively applied to October 2025, establishes a transparent cost baseline for sponsor/management activity during the extended SEARCH phase. Investors can monitor this recurring expense as a non-trust cash drain that runs parallel to the $10.51 trust value, providing clarity on whether operating funds remain sufficient to pursue a merger before the 2026-10-25 deadline. The explicit $11.50 warrant strike price and $0.0001 par value define exact capital stack parameters for secondary market pricing and conversion modeling. The Board’s declaration that payments cease upon either combination close or liquidation ties management compensation directly to deal execution risk.
What changed: 10-Q Quarterly Report for Texas Ventures Acquisition III Corp (TVA) for the period ended September 30, 2025. On September 18, 2025, the Prior Sponsor (TV Partners III, LLC) sold all 7,500,000 Class B ordinary shares and 4,700,000 Private Placement Warrants (including 4,100,000 NMSI Private Placement Warrants) to a New Sponsor (Yorkville Acquisition Sponsor II, LLC) for $7,400,000, resulting in a complete change of control, new board and management. The NMSI Private Placement Warrants were reclassified from equity to a liability (warrant liability of $6,133,664 at Sep 30, 2025, up from $4,100,000 initial fair value). Trust account value increased to $230,239,464 ($10.23 per share) from the initial $226,125,000 ($10.05 per unit) due to interest income. Why it matters: The sponsor change brings a new management team focused on finding a business combination before the October 24, 2026 deadline. Trust value per share of $10.23 exceeds the IPO price, providing a potential redemption premium. The mark-to-market warrant liability introduces earnings volatility (a $2,033,664 loss in the nine months). Management notes substantial doubt about going concern due to proximity to mandatory liquidation, though the company has $876,477 cash and $984,113 working capital outside trust.
What changed vs 2025-08-14trust $227.9M → $230.2M +1%trust account, sponsor loans outstanding, combination deadline +21 moved · 4 with no prior record of ours
- Trust account
- $227.9M$230.2M
- Sponsor loans outstanding
- not previously extracted$152K
- Combination deadline
- 2025-12-31 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 22.5M · unchanged
SpacBrain reads this as $2,380,552 was added to the trust between the two filings.
The clause “25 6,798 Prepaid expenses, non-current 58,333 — Investments held in Trust Account 230,239,464 — Deferred offering costs — 248,425 Total Assets $ 231,301,822 $ 255,223 LIABILITIES AND”…
The clause …“31, 2025. As of September 30, 2025 and December 31, 2024, there was $ 0 and $ 152,200 outstanding under the Promissory Note, respectively. As of September 30, 2025 the Promissory Note is not available for further draw down. Working”…
The clause …“to extend the maturity date of the Promissory Note from December 31, 2024 to December 31, 2025. As of September 30, 2025 and December 31, 2024, there was $ 0 and $ 152,200 outstanding under the Promissory Note, respectively. As of”…
The clause …“the Company is within one year of mandatory liquidation, these factors raise substantial doubt about the Company’s ability to continue as a going concern. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The”…
The clause “1, 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 22,500,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 12b-25 Notification of Late Filing. Texas Ventures Acquisition III Corp postponed the filing of its Form 10-Q for the period ended September 30, 2025, shifting the submission from the original November 14, 2025 deadline to no later than November 19, 2025 under the five-calendar-day Rule 12b-25 extension. Why it matters: CFO Troy Rillo states the postponement is necessary to finalize disclosure regarding a Purchase Agreement the registrant entered into on September 18, 2025, with Yorkville Acquisition Sponsor II, LLC. The filing confirms that all other required periodic reports for the preceding twelve months were filed timely, anticipates no significant operational changes relative to the last fiscal year, and names Michelle Geller as the point of contact. Although the notice does not update redemption mechanics or trust valuations, it substantiates active deal development with a sponsor, making the deferred quarterly report critical for tracking transaction milestones.
What changed: Schedule 13G/A, a post-acquisition beneficial ownership report and routine compliance exhibit filed to disclose changes in substantial shareholder stakes under Section 13(d) of the Securities Exchange Act. The provided filing excerpt names Hudson Bay Capital Management LP and Sander Gerber as reporting parties but contains no amended share quantities, percentages of outstanding shares, transaction dates, voting agreements, or statements of investment purpose. There is no disclosed movement relative to prior 13D/13G filings, nor any mention of redemptions, trust account activity, extension proposals, or sponsor conduct. Why it matters: Because the text supplies neither numerical amendments nor governance commentary, it does not affect the stated $10.51 per-share trust balance, the October 25, 2026 redemption deadline, or any target search or business combination timeline. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the excerpt. Until the full line-item amendments are reviewed, the filing carries no actionable signal for redemption behavior, financing mechanics, or managerial accountability; investors should access the complete SEC submission to determine whether this amendment corrects a clerical error or registers a quantitative position shift.
What changed: Routine compliance exhibit: Schedule 13G/A (Amendment to Beneficial Ownership Report) filed 2025-11-12 listing AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC as reporting persons for Texas Ventures Acquisition III Corp. This filing confirms continued institutional holding status but provides no numerical disclosures regarding shares held, ownership percentages, transaction dates, or changes in voting or dispositive power. It contains no information bearing on redemption deadlines, the stated trust value per share, extension mechanisms, target search progress, or sponsor conduct. Why it matters: As a standard regulatory update, the filing signals institutional monitoring but delivers no actionable metrics for the redemption calendar or trust accounting. Investors cannot derive updated offer-price pressure, arbitrage positioning, or dilution estimates from this excerpt. The submission attributes all holdings exclusively to the listed AQR affiliates; complete exhibits would be necessary to verify threshold crossings or strategy adjustments that could impact shareholder decision timing.
What changed: Schedule 13G/A beneficial ownership amendment identifying Barclays PLC as the reporting holder. First, the document is a Schedule 13G/A amendment filed 2025-11-12 under control number 0000312069-25-000597. Second, regarding mechanics, the excerpt names Barclays PLC as the holder but provides no amended percentage, transaction date, or purpose of acquisition; consequently, the filing records no movement affecting the SPAC’s $10.51 trust/share amount, its SEARCHING status, or its 2026-10-25 business combination deadline. Third, substantively, Barclays PLC claims a tracked equity position, but the truncated submission contains zero information on customer claims, revenue streams, market sizing, technology roadmaps, partnership structures, litigation posture, or sponsor personnel. Why it matters: Per the filing, Barclays PLC maintains a reported beneficial ownership stake, which typically signals institutional monitoring or prepares the groundwork for future underwriting, bridge lending, or market-making support once a target is selected. Because the excerpt withholds the precise ownership percentage and investment intent, the amendment operates as standard SEC compliance housekeeping rather than a material catalyst for deal progression or trust management. The disclosure leaves shareholder redemption rights, extension voting mechanics, and sponsor fiduciary duties entirely unchanged.
What changed: Form 3 – insider ownership report. Filed by director and 10% owner Angelo Mark, and by 10% owner Yorkville Acquisition Sponsor II, LLC, the filing discloses “No non-derivative transactions or holdings reported.” This produces no adjustment to the issuer’s $10.51 trust value per share, its 2026-10-25 search deadline, extension voting procedures, target acquisition progress, or sponsor conduct relative to capital deployment. Why it matters: Investors tracking the redemption calendar and trust balance should note the confirmed absence of insider buying, selling, or derivative position shifts. The document contains no additional substance regarding target pursuit, customer relationships, revenue projections, market size claims, strategic pivots, technology development, partnership announcements, litigation status, or personnel changes. Routine submission maintains baseline SEC transparency over the 10% stakeholder alignments during the search phase and eliminates near-term dilution or liquidity signals ahead of the final operational window.
What changed: A Joint Filing Agreement attached to a Schedule 13D, executed on the 14th day of October, 2025, under which nine affiliated sponsor vehicles, funds, and Mark Angelo individually consent to submit a single beneficial ownership statement for the Class A ordinary shares, $0.0001 par value per share, of Texas Ventures Acquisition III Corp. The filing creates a procedural arrangement permitting Yorkville Acquisition Sponsor II, LLC; YA II PN, Ltd.; YA Global Investments II (U.S.), LP; Yorkville Advisors Global, LP; Yorkville Advisors Global II, LLC; YAIi GP, LP; YAIi GP II, LLC; SC-Sigma Global Partners, LP; and Mark Angelo to file one Schedule 13D in lieu of nine separate submissions. Per the express terms signed by Mark Angelo on behalf of each entity, each party assumes independent responsibility for the timeliness and accuracy of information concerning itself, declining liability for other signatories' data unless it knows or has reason to believe that foreign information is inaccurate. No share quantities, purchase prices, acquisition dates, redemption schedule modifications, trust account movements, extension resolutions, or business combination milestones are disclosed in this exhibit. Why it matters: Although purely administrative, joint filing agreements often accompany coordinated accumulation or aggregation of separate stakeholder blocks into a single regulatory reporting line ahead of a public disclosure. This attachment alone does not update the SPAC's pre-combination mechanics, alter shareholder redemption windows, adjust trust distributions, or confirm target selection. Because Schedule 13D filings dictate ownership thresholds, control arrangements, and potential board nomination rights, investors must review the accompanying primary Schedule 13D to determine whether recent transactions cross regulatory reporting markers or shift voting alignments. Until those underlying schedules are examined, this document provides no standalone traction on deal timelines, sponsor liquidity events, or corporate governance changes.
What changed: SEC Form 3 initial ownership report filed on 2025-10-07 (reference 0001104659-25-097458) for Texas Ventures Acquisition III Corp, classified as a routine compliance exhibit for insider equity disclosure. As stated by the reporting person, Director Nunes Devin G., the filing explicitly declares there were 'No non-derivative transactions or holdings reported.' This confirms no change in insider share accumulation, meaning there is no new capital contribution to the trust, no shift in extension voting leverage, and no direct impact on the redemption pathway tied to the recorded 2026-10-25 deadline or the currently tracked $10.51 trust value per share. Why it matters: In a SEARCHING-stage SPAC, a transaction-clean Form 3 removes ambiguity around internal positioning. While the document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, or litigation, this confirmed absence of insider buying or selling clarifies that sponsor conduct and board-level economic alignment have remained static since registration. Investors tracking the redemption calendar and organizational progress can treat this as operational baseline noise that does not accelerate, delay, or alter the mechanical milestones leading to the 2026-10-25 deadline.
What changed: SCHEDULE 13G/A — beneficial ownership report. This document is a routine compliance exhibit — a Schedule 13G/A beneficial ownership report. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing discloses no updates to TVA’s SEARCHING status, $10.51 trust per share, or 2026-10-25 deadline, and references no sponsor actions or business combination negotiations. As for other substance, the provided text contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it solely identifies KARPUS MANAGEMENT, INC. as the reporting holder for the amended submission. Why it matters: Investors monitoring capital preservation and timeline mechanics should note that a Schedule 13G/A tracks institutional equity positions rather than SPAC corporate actions or acquisition windows. Absent disclosed ownership percentages, voting rights, or disposition agreements, this filing does not alter the trust balance, extension framework, or sponsor conduct relevant to redemption timing or business combinations.
What changed: SEC Form 3 initial statement of beneficial ownership. Director Garten Alan Gary filed the submission on 2025-10-03 under sequence [0001104659-25-096649], explicitly certifying that no non-derivative transactions or holdings are being reported. The filing introduces no alterations to trust account balances, investor redemption windows, extension amendment proposals, or target evaluation timelines. Why it matters: For subscribers monitoring redemption deadlines, trust value protection, extension maneuvers, deal velocity, or sponsor behavior, this routine regulatory update registers standard insider onboarding without affecting any operational or financial parameters. Because the reporting person confirmed zero equity movements, it delivers no forward-looking signals regarding lock-up posture, underwriter alignment, or capital commitment levels as the company continues its SEARCH phase.
What changed: Form 3 insider ownership report for Texas Ventures Acquisition III Corp, filed pursuant to Section 16(a) by Chief Executive Officer Kevin McGurn. As stated in the filing, there are no non-derivative transactions or holdings reported for the reporting person. Why it matters: Routine administrative baseline update. It carries no direct impact on the SPAC’s redemption calendar, trust distribution mechanics, extension schedule, or deal status. Zero reported activity indicates no recent insider accumulation or derivative exercises that would otherwise shift public float or signal sponsor alignment ahead of a business combination. The document contains no operational, financial, strategic, partnership, or litigation disclosures; all content is strictly confined to the statutory ownership statement.
What changed: SEC Form 3 – Initial Statement of Beneficial Ownership filed by Director Hasan Omar. According to the filing, Hasan Omar reported zero non-derivative transactions and zero reported holdings. The document does not modify the trust account valuation, adjust the redemption deadline, trigger extension provisions, alter the business-combination search phase, or reflect any shift in sponsor conduct. Why it matters: Per the submission, this exhibit fulfills the mandatory disclosure requirement when an individual assumes a director role. The report explicitly states that the director currently holds no non-derivative securities in Texas Ventures Acquisition III Corp. Because the filing registers no share acquisitions, dispositions, or pledge events, it introduces no new financing conditions, pricing signals, or liquidity constraints for public shareholders. The document also contains no assertions regarding customer relationships, revenue recognition, market sizing, strategic roadmaps, technology assets, partnership agreements, pending litigation, or additional executive appointments. For investors monitoring governance alignment and redemption mechanics, the filing merely establishes a zero-equity baseline without impacting cash deployment timelines, deal execution pacing, or shareholder exit windows.
What changed: Form 3 initial statement of beneficial ownership for an issuer director. The filing states that Texas Ventures Acquisition III Corp director Glabe Scott reported no non-derivative transactions or equity holdings as of the 2025-10-01 filing date. Insider share counts, voting power, and economic exposure to the SPAC remained completely static. Why it matters: For investors monitoring redemption windows, the $10.51 per-share trust balance, the 2026-10-25 business combination deadline, and sponsor or director alignment, this filing delivers no new mechanical shifts. The absence of director purchases or sales indicates no immediate change in insider conviction, financing signaling, or appetite for extending the SEARCHING period. Trust account accruals, redemption liability calculations, and target diligence timelines proceed without insider trading interference. As a routine compliance exhibit, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: A Form 3 insider ownership report submitted to the SEC, explicitly characterized as an '[0001104659-25-095731]' filing by Texas Ventures Acquisition III Corp on behalf of Chief Financial Officer Rillo Troy. Per the filing's own declaration, 'No non-derivative transactions or holdings reported.' This introduces no adjustments to the SPAC’s $10.51 per-share trust value, the October 25, 2026 redemption deadline, the SEARCHING designation, or any extension mechanics, deal progress updates, or sponsor conduct metrics. Why it matters: Because the document itself attributes the complete absence of disclosed insider equity movements directly to its text, it contains no substantive information regarding customer claims, revenue projections, market size estimates, strategic initiatives, technology developments, partnership announcements, litigation disclosures, or personnel shifts. For investors monitoring redemption thresholds and trust accounting, this routine compliance submission neither alters redemption behavior assumptions, impacts trust distribution valuations, nor advances the target acquisition timeline, making it a procedural administrative record rather than a strategic catalyst.
What changed: A SEC Form 3 insider ownership report filed by Texas Ventures Acquisition III Corp director Lawrence Jay Glick, formally declaring no non-derivative transactions or holdings. Director Glick reported zero changes to his direct or derivative security positions. The filing contains no mechanical updates regarding the business combination search, the October 25, 2026 redemption deadline, trust account balances, or extension mechanics. No claims, projections, or disclosures were made regarding potential target customers, revenue streams, market size, proprietary technology, commercial partnerships, active litigation, or internal personnel shifts. The sole assertion—that no securities activity occurred—was made directly by the reporting person. Why it matters: Form 3 filings are standard compliance exhibits that establish a verified baseline of insider equity exposure. Confirming a static position clarifies that Director Glick has not adjusted his financial alignment with the trust or signaled pre-deal positioning in any candidate company. While the absence of trading activity does not move the redemption calendar or alter sponsor conduct, it eliminates insider accumulation or distribution as a variable for investors monitoring capital commitment health during the SEARCHING phase.
What changed: Form 4 — insider ownership report. This document IS a Form 4 — insider ownership report. Filed on 2025-09-25, the filing reports that on 2025-09-18, reporting persons TV PARTNERS III, LLC (identified as a 10% owner) and CRIST EUGENE SCOTT (identified as a director, Chief Executive Officer, and 10% owner) executed an open-market sale, disposing of 7,500,000 shares. The filers state they own 0 after. The document contains no disclosures regarding redemption calendars, trust value adjustments, extension proposals, acquisition targets, or sponsor conduct. No claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements are included. Why it matters: Following the reported sale of 7,500,000 shares, the transition to 0 remaining holdings removes institutional and executive equity alignment ahead of the public expiration window. Open-market dispositions do not interact with public stockholder redemptions or alter trust account mechanics, but the complete exit indicates a sponsor decision to liquidate independent of merger milestone vesting. Investors tracking deal execution timelines or management conviction should view the zero-post-transaction balance as a baseline reduction in founder risk exposure rather than a procedural update.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.