Texas Ventures Acquisition III issues $250K note
The note's principal is payable at the earlier of the initial business combination or the effective date of the issuer's winding up.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Texas Ventures Acquisition III Corp issued a $250,000 convertible promissory note to Yorkville Acquisition Sponsor II, LLC on September 30, 2026, to provide additional working capital. All amounts due under the note may be converted, at the Sponsor’s election upon consummation of the initial business combination, into 25,000 units. Each unit consists of one Class A ordinary share and one-half of one warrant; conversion would yield 25,000 ordinary shares and warrants to purchase 12,500 ordinary shares. Mark Angelo, a director and ten-percent owner, may be deemed to beneficially own the Sponsor’s securities and disclaims beneficial ownership except to the extent of his pecuniary interest.
Insider Trade Summary
Grant/Award: 37,500 shares
Grant/Award
2 txns
Insider
ANGELO MARK, Yorkville Acquisition Sponsor II, LLC
Role
Director, 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Convertible Working Capital Note F1, F3, F2, F4 | 25,000 | -- | -- |
| Grant/Award | Convertible Working Capital Note F1, F3, F2, F4 | 12,500 | -- | -- |
Holdings After Transaction:
Convertible Working Capital Note — 37,500 contracts (Indirect, See Footnote)
Footnotes (4)
- F1. On September 30, 2026, the Issuer issued a convertible promissory note (the "Note") in the principal amount of $250,000.00 to Yorkville Acquisition Sponsor II, LLC (the "Sponsor"), in order to provide the Issuer with additional working capital. All amounts due under the Note may be converted into 25,000 units. Each unit consists of one Class A ordinary share ("Ordinary Share") and one-half of one warrant to purchase one Ordinary Share, resulting in 25,000 Ordinary Shares and warrants to purchase 12,500 Ordinary Shares of the Issuer upon the consummation of the business combination. The warrants shall have the same terms and conditions as the warrants issued in the Issuer's initial public offering.
- F2. The principal balance of the Note shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective, and is convertible at the Sponsor's election upon the consummation of the initial business combination.
- F3. The Ordinary Shares and warrants are described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-284793).
- F4. Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
Key Figures
Convertible note principal: $250,000
Convertible units: 25,000 units
Ordinary shares upon conversion: 25,000 ordinary shares
+2 more
5 metrics
Convertible note principal
$250,000
Issued for additional working capital on September 30, 2026
Convertible units
25,000 units
All amounts due under the note may be converted into these units upon consummation of the initial business combination, at the Sponsor’s election
Ordinary shares upon conversion
25,000 ordinary shares
Underlying the 25,000 units
Warrant shares upon conversion
12,500 ordinary shares
Warrants to purchase these shares would be included in the units
Unit composition
1 Class A ordinary share and one-half of one warrant per unit
Each unit issuable upon conversion
Key Terms
convertible promissory note, initial business combination, principal balance, warrants, +1 more
5 terms
convertible promissory note financial
"the Issuer issued a convertible promissory note"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
initial business combination financial
"upon consummation of the initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
principal balance financial
"The principal balance of the Note shall be payable"
Principal balance is the remaining amount of money still owed on a loan or debt instrument, not including interest or fees. For investors, it determines the size of upcoming cash flows, the amount that must be repaid if the borrower pays off the debt early, and the exposure to default—think of it as the unpaid 'purchase price' of a loan that drives interest income and repayment risk. Understanding principal balance helps investors value bonds, loans, and securitized assets and assess potential returns and losses.
warrants financial
"warrants to purchase 12,500 Ordinary Shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficial ownership financial
"may be deemed to have beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much was the TVA working capital note?
Texas Ventures Acquisition III Corp issued a $250,000 note to Yorkville Acquisition Sponsor II, LLC on September 30, 2026, to provide additional working capital.
What can the TVA note convert into?
At the Sponsor’s election upon consummation of the initial business combination, all amounts due under the note may be converted into 25,000 units. Each unit consists of one Class A ordinary share and one-half of one warrant, resulting in 25,000 ordinary shares and warrants to purchase 12,500 ordinary shares.
When is the TVA note payable?
The principal balance is payable on the earlier of the date Texas Ventures Acquisition III Corp consummates its initial business combination or the date the issuer’s winding up is effective.
AI-generated analysis. How Rhea-AI works. Not financial advice.
