K2 entities report 0% Class A ownership in Texas Ventures Acquisition III Corp (TVA)

Rhea-AI Filing Summary

Texas Ventures Acquisition III Corp received an amended Schedule 13G showing that Canadian investment entities led by K2 & Associates now report beneficial ownership of 0 Class A ordinary shares, representing 0% of the class, as of the event date 12/31/2025.

The filing uses a total of 22,500,000 ordinary shares outstanding as of 2025-09-30 to calculate these percentages. It also notes that K2-related entities own 160,000 founder shares and 20,000 non-redeemable Class A shares, purchased for a combined $200,480. The reporting persons certify the holdings are not for influencing control.

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Accepted by SEC EDGAR 02/05/2026 - 10:36 AM Learn about SEC filing dates

FAQ

What does the Texas Ventures Acquisition III Corp (TVA) Schedule 13G/A disclose?

The Schedule 13G/A Amendment No. 1 reports that K2-related reporting persons beneficially own 0 Class A ordinary shares of Texas Ventures Acquisition III Corp, equal to 0% of the class. It confirms a passive ownership posture, not intended to influence control of the issuer.

How many Texas Ventures Acquisition III Corp Class A ordinary shares do the reporting persons own?

The reporting persons state they beneficially own 0 Class A ordinary shares of Texas Ventures Acquisition III Corp. All voting and dispositive power entries are listed as 0, so they report no current beneficial ownership in this specific Class A ordinary share category.

What percentage of Texas Ventures Acquisition III Corp’s Class A shares is reported owned in this 13G/A?

The filing shows the reporting persons owning 0% of Texas Ventures Acquisition III Corp’s Class A ordinary shares. This percentage is based on 22,500,000 ordinary shares outstanding as of 2025-09-30, as referenced from the company’s Form 10-Q filed on 2025-11-19.

Which entities are the reporting persons in the Texas Ventures Acquisition III Corp Schedule 13G/A?

The reporting persons are Shawn Kimel Investments, Inc., The K2 Principal Fund, L.P., K2 Genpar 2017 Inc., and K2 & Associates Investment Management Inc., all organized in Ontario, Canada. They collectively file as a group regarding holdings in Texas Ventures Acquisition III Corp.

What share count does the 13G/A use to calculate TVA ownership percentages?

Ownership percentages are calculated using 22,500,000 ordinary shares of Texas Ventures Acquisition III Corp issued and outstanding as of 2025-09-30. This figure comes from the company’s Form 10-Q filed on 2025-11-19, which the reporting persons explicitly reference in their ownership calculation.

Do K2-related entities hold any other Texas Ventures Acquisition III Corp securities?

Yes. The filing states that K2 owns 160,000 founder shares and 20,000 non-redeemable Class A shares of Texas Ventures Acquisition III Corp. These additional securities were purchased for a total of $200,480, separate from the reported 0 beneficially owned Class A ordinary shares.

How do the reporting persons characterize their intent regarding control of Texas Ventures Acquisition III Corp?

The reporting persons certify the securities referenced were not acquired and are not held for the purpose or effect of changing or influencing control of Texas Ventures Acquisition III Corp. They also state they are not participating in any transaction with that control-related purpose.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Texas Ventures Acquisition III Corp

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G8772L105

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G8772L105

1

Names of Reporting Persons

The K2 Principal Fund, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G8772L105

1

Names of Reporting Persons

K2 Genpar 2017 Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G8772L105

1

Names of Reporting Persons

SHAWN KIMEL INVESTMENTS, INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G8772L105

1

Names of Reporting Persons

K2 & Associates Investment Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Texas Ventures Acquisition III Corp
(b)	Address of issuer's principal executive offices: 5090 RICHMOND AVE, SUITE 319, HOUSTON, TX, 77056
Item 2.
(a)	Name of person filing: The persons filing this statement are Shawn Kimel Investments, Inc., an Ontario corporation ("SKI"), The K2 Principal Fund, L.P., an Ontario limited partnership (the "Fund"), K2 Genpar 2017 Inc., an Ontario corporation and the General Partner to the Fund ("Genpar 2017"), and K2 & Associates Investment Management Inc., an Ontario corporation ("K2 & Associates"). Together SKI, the Fund, Genpar2017, and K2 & Associates are the "Reporting Persons". Mr.Kimel is President of SKI. Mr.Sikorski is Secretary of Genpar 2017, and President of K2 & Associates. K2 & Associates is a direct 66.5% owned subsidiary of SKI, and is the investment manager of the Fund.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 2 Bloor St West, Suite 801, Toronto, Ontario, M4W 3E2.
(c)	Citizenship: Mr.Kimel is a citizen of Canada. Mr.Sikorski is a citizen of Canada. The Fund is an Ontario limited partnership. Each of SKI and GenPar 2017 Inc and K2 & Associates is an Ontario corporation.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G8772L105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 0 Class A ordinary shares, par value $0.0001 per share held of record (and may be deemed to be beneficially owned) by The K2 Principal Fund, L.P. See Item 2 for a description of the corporate structure of the Reporting Persons. Each of the Reporting Persons may be deemed to be beneficial owners of the 0 Issuer's Class A ordinary shares, par value $0.0001 per share that are held by The K2 Principal Fund, L.P. Mr.Kimel is President of SKI. Mr. Todd Sikorski is Secretary of GenPar 2017 and President of K2 & Associates, and exercises ultimate voting and investment powers over the 0 Issuer's Class A ordinary shares, par value $0.0001 per share that are held of record by The K2 Principal Fund, L.P The percentages used in this Schedule 13G are calculated based upon 22500000 ordinary shares issued and outstanding as of 2025-09-30, as reported in the companies 10-Q filed with the SEC on 2025-11-19. In addition to the listed units K2 owns 160,000 founder shares and 20,000 non-redeemable class A shares, purchased for a total of $200,480.
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The K2 Principal Fund, L.P.

Signature:	/s/ Todd Sikorski
Name/Title:	Todd Sikorski / Secretary
Date:	02/05/2026

K2 Genpar 2017 Inc.

Signature:	/s/ Todd Sikorski
Name/Title:	Todd Sikorski / Secretary
Date:	02/05/2026

SHAWN KIMEL INVESTMENTS, INC.

Signature:	/s/ Shawn Kimel
Name/Title:	Shawn Kimel / President
Date:	02/05/2026

K2 & Associates Investment Management Inc.

Signature:	/s/ Todd Sikorski
Name/Title:	Todd Sikorski / President
Date:	02/05/2026