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  4. [Form 3] Texas Ventures Acquisition III Corp Initial Statement of Beneficial Ownership

Texas Ventures (TVA) insiders report 7.5M Class B, 4.7M warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Texas Ventures Acquisition III Corp (TVA) insiders filed a Form 3 disclosing initial beneficial ownership tied to the SPAC’s sponsor group. The filing reports 7,500,000 Class B ordinary shares that convert into Class A on a one-for-one basis and 4,700,000 private placement warrants exercisable for Class A at $11.50 per share. The securities are held indirectly by Yorkville Acquisition Sponsor II LLC under a purchase agreement dated September 18, 2025. The reporting persons are identified as a Director and 10% Owner, with beneficial ownership described through YA II PN, Yorkville Advisors entities, and Mark Angelo (who disclaims beneficial ownership beyond any pecuniary interest).

Positive

  • None.

Negative

  • None.
Insider ANGELO MARK, Yorkville Acquisition Sponsor II, LLC
Role Director, 10% Owner | 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
holding Private Placement Warrants -- -- --
Holdings After Transaction: Class B Ordinary Shares — 7,500,000 shares (Indirect, See Footnote); Private Placement Warrants — 4,700,000 shares (Indirect, See Footnote)
Footnotes (4)
  1. F1. As described in the Issuer's registration statement on Form S-1, as amended (File No. 333-284793) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination or earlier at the option of the holder on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
  2. F2. These Class B ordinary shares and private placement warrants are held by Yorkville Acquisition Sponsor II LLC (the "New Sponsor") and were acquired pursuant to a purchase agreement, dated September 18, 2025, by and between the New Sponsor, the Issuer, and TV Partners III, LLC.
  3. F3. YA II PN, Ltd. ("YA II PN") is the sole member and manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN is managed by Yorkville Advisors Global, LP ("Yorkville LP"), whose General Partner is Yorkville Advisors Global II, LLC ("Yorkville LLC"). All investment decisions for YA II PN are made by Mark Angelo, President and Managing Member of Yorkville LLC, and, as President and Managing Member of Yorkville LLC, Mr. Angelo may be deemed to have beneficial ownership of the Class B ordinary shares and private placement warrants held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
  4. F4. As described in the Issuer's registration statement on Form S-1, as amended (File No. 333-284793) under the heading 'Description of Securities-Private Placement Warrants,' each private placement warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment as described therein. The private placement warrants become exercisable 30 days after the completion of the Issuer's initial business combination and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation, subject to certain terms and conditions described therein.

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FAQ

What did TVA disclose in this Form 3 filing?
Initial beneficial ownership of 7,500,000 Class B ordinary shares (convertible one-for-one into Class A) and 4,700,000 private placement warrants at $11.50 per share.

Who holds the reported TVA securities?
They are held indirectly by Yorkville Acquisition Sponsor II LLC pursuant to a purchase agreement dated September 18, 2025.

What are the conversion terms for TVA’s Class B shares?
Class B ordinary shares automatically convert to Class A on a one-for-one basis at or before the initial business combination, subject to adjustments.

What are the key terms of the private placement warrants for TVA?
Each warrant is exercisable for one Class A share at $11.50, becomes exercisable 30 days after the initial business combination, and expires five years after completion.

What roles are reported for the TVA filers?
The filing identifies the reporting persons as a Director and a 10% Owner.

How is beneficial ownership attributed in this TVA filing?
Beneficial ownership is described through YA II PN, Yorkville Advisors entities, and Mark Angelo, who disclaims ownership beyond any pecuniary interest.

When was the event date for the TVA Form 3?
The purchase agreement and event date are September 18, 2025.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
ANGELO MARK
(Last) (First) (Middle)
C/O TEXAS VENTURES ACQUISITION III CORP
1012 SPRINGFIELD AVENUE
(Street)
MOUNTAINSIDE NJ 07092
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2025 		3. Issuer Name and Ticker or Trading Symbol
Texas Ventures Acquisition III Corp [ TVA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) (1) Class A Ordinary Shares 7,500,000(2)(3) (1) I See Footnote(3)
Private Placement Warrants (4) (4) Class A Ordinary Shares 4,700,000(2)(3) $11.5 I See Footnote(3)
1. Name and Address of Reporting Person*
ANGELO MARK
(Last) (First) (Middle)
C/O TEXAS VENTURES ACQUISITION III CORP
1012 SPRINGFIELD AVENUE
(Street)
MOUNTAINSIDE NJ 07092
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Yorkville Acquisition Sponsor II, LLC
(Last) (First) (Middle)
C/O TEXAS VENTURES ACQUISITION III CORP
1012 SPRINGFIELD AVENUE
(Street)
MOUNTAINSIDE NJ 07092
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As described in the Issuer's registration statement on Form S-1, as amended (File No. 333-284793) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination or earlier at the option of the holder on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
2. These Class B ordinary shares and private placement warrants are held by Yorkville Acquisition Sponsor II LLC (the "New Sponsor") and were acquired pursuant to a purchase agreement, dated September 18, 2025, by and between the New Sponsor, the Issuer, and TV Partners III, LLC.
3. YA II PN, Ltd. ("YA II PN") is the sole member and manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN is managed by Yorkville Advisors Global, LP ("Yorkville LP"), whose General Partner is Yorkville Advisors Global II, LLC ("Yorkville LLC"). All investment decisions for YA II PN are made by Mark Angelo, President and Managing Member of Yorkville LLC, and, as President and Managing Member of Yorkville LLC, Mr. Angelo may be deemed to have beneficial ownership of the Class B ordinary shares and private placement warrants held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
4. As described in the Issuer's registration statement on Form S-1, as amended (File No. 333-284793) under the heading 'Description of Securities-Private Placement Warrants,' each private placement warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment as described therein. The private placement warrants become exercisable 30 days after the completion of the Issuer's initial business combination and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation, subject to certain terms and conditions described therein.
By: /s/ Mark Angelo 10/14/2025
By: /s/ Mark Angelo, Yorkville Acquisition Sponsor II, LLC 10/14/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR