TVA delays Q3 2025 10‑Q to finalize Yorkville Purchase disclosure

Rhea-AI Filing Summary

Texas Ventures Acquisition III Corp filed a Form 12b-25, notifying a delay in its Form 10-Q for the quarter ended September 30, 2025. The company cites the need for additional time to finalize disclosure related to a September 18, 2025 Purchase Agreement with Yorkville Acquisition Sponsor II, LLC.

The company expects to file within the five-day extension under Rule 12b-25, no later than November 19, 2025. It indicated that all other required reports have been filed and does not anticipate a significant change in results of operations versus the corresponding period last year.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		¨ Form 10-K  ¨ Form 20-F  ¨ Form 11-K  x Form 10-Q ¨ Form 10-D  ¨ Form N-CEN  ¨ Form N-CSR
		For Period Ended: September 30, 2025
		¨ Transition Report on Form 10-K
		¨ Transition Report on Form 20-F
		¨ Transition Report on Form 11-K
		¨ Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Texas Ventures Acquisition III Corp

Full Name of Registrant

1012 Springfield Avenue

Address of Principal Executive Office (Street and Number)

Mountainside, NJ 07092

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (06-19) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

On September 18, 2025, Texas Ventures Acquisition III Corp (the “Company”) entered into a Purchase Agreement with Yorkville Acquisition Sponsor II, LLC (the “Purchase”). In connection with the Purchase, the Company requires additional time to finalize its disclosure regarding the Purchase in the financial statements of its 10-Q without unreasonable effort or expense. The Company expects to file its Form 10-Q for the third quarter ending September 30, 2025, which would have been due today, November 14, 2025 (in accordance with SEC rules regarding initial periodic reports filed after a registration statement is declared effective), within the five-day period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended, no later than November 19, 2025.

PART IV - OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Michelle Geller

(201)

985-8300

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ¨ No x

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Texas Ventures Acquisition III Corp

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	November 14, 2025	By	/s/ Troy Rillo
			Troy Rillo
			Chief Financial Officer

FAQ

Why did TVA file an NT 10-Q?

To obtain a short extension while it finalizes disclosure about a September 18, 2025 Purchase Agreement with Yorkville Acquisition Sponsor II, LLC.

When does TVA expect to file its Q3 2025 Form 10-Q?

Within the Rule 12b-25 five-day window, no later than November 19, 2025.

What period does the delayed report cover for TVA (TVA)?

The quarter ended September 30, 2025.

Does TVA expect significant changes in results of operations?

No. The company indicated it does not anticipate significant changes versus the prior-year period.

Are TVA’s other required SEC reports current?

Yes. The company indicated all other required periodic reports have been filed.

What agreement is tied to the delay?

A Purchase Agreement entered on September 18, 2025 with Yorkville Acquisition Sponsor II, LLC.

What rule provides the filing extension?

Rule 12b-25, which allows a five-day extension for Form 10-Q filings.