Texas Ventures Acquisition III Corp. received a Schedule 13G reporting that Anson Funds Management LP and related entities collectively beneficially own 2,199,942 Class A Ordinary Shares. These shares represent 9.8% of the outstanding Class A Ordinary Shares, based on 22,500,000 shares reported as issued and outstanding in the company’s Form 10-Q filed on August 14, 2025.
The filing states that the shares are held by one or more private funds advised by Anson Funds Management LP and Anson Advisors Inc., and that several affiliated entities and individuals share voting and dispositive power over these shares. The reporting persons certify the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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
Anson Funds Management LP
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,199,942.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,199,942.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,199,942.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G8772L105
1
Names of Reporting Persons
Anson Management GP LLC
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,199,942.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,199,942.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,199,942.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
G8772L105
1
Names of Reporting Persons
Tony Moore
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,199,942.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,199,942.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,199,942.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G8772L105
1
Names of Reporting Persons
Anson Advisors 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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,199,942.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,199,942.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,199,942.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
CUSIP No.
G8772L105
1
Names of Reporting Persons
Amin Nathoo
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,199,942.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,199,942.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,199,942.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G8772L105
1
Names of Reporting Persons
Moez Kassam
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,199,942.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,199,942.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,199,942.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)
Address or principal business office or, if none, residence:
For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore:
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
181 Bay Street, Suite 4200 Toronto, ON
M5J 2T3
(c)
Citizenship:
For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore:
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
181 Bay Street, Suite 4200 Toronto, ON
M5J 2T3
(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).
Canadian Investment Advisor
Item 4.
Ownership
(a)
Amount beneficially owned:
This Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Class A Ordinary Shares, par value $0.0001 per share (the "Ordinary Shares"), of Texas Ventures Acquisition III Corp., a Cayman Islands corporation (the "Issuer").
This Schedule 13G relates to the Ordinary Shares of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the 2,199,942 Ordinary Shares held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 2,199,942 Ordinary Shares held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 2,199,942 Ordinary Shares held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 2,199,942 Ordinary Shares held by the Funds.
(b)
Percent of class:
Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.8% of the outstanding Ordinary Shares. This percentage is determined by dividing 2,199,942 by 22,500,000, which is number Ordinary Shares issued and outstanding, as reported in the Issuer's Quarterly 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Section 4(a)
(ii) Shared power to vote or to direct the vote:
See Section 4(a)
(iii) Sole power to dispose or to direct the disposition of:
See Section 4(a)
(iv) Shared power to dispose or to direct the disposition of:
See Section 4(a)
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Section 4(a)
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Section 4(a)
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
What stake in Texas Ventures Acquisition III Corp. (TVA) is reported on this Schedule 13G?
The Schedule 13G reports that Anson-related entities beneficially own 2,199,942 Class A Ordinary Shares of Texas Ventures Acquisition III Corp. This position represents 9.8% of the outstanding Class A Ordinary Shares, based on 22,500,000 shares reported as issued and outstanding in a prior Form 10-Q.
Who are the reporting persons on the Texas Ventures Acquisition III Corp. (TVA) Schedule 13G?
The filing is made on behalf of Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and individuals Tony Moore, Amin Nathoo, and Moez Kassam. These parties are affiliated investment advisers, control entities, and directors involved in managing the funds that hold the TVA shares.
How many Texas Ventures Acquisition III Corp. (TVA) shares do the Anson entities control?
The Anson entities and individuals collectively have shared voting and dispositive power over 2,199,942 Class A Ordinary Shares of Texas Ventures Acquisition III Corp. The filing shows 0 shares with sole voting or dispositive power for each reporting person, indicating authority is shared among them.
How was the 9.8% ownership in Texas Ventures Acquisition III Corp. (TVA) calculated?
The reported 9.8% ownership is calculated by dividing 2,199,942 Class A Ordinary Shares by 22,500,000 outstanding shares. The 22,500,000 figure comes from Texas Ventures Acquisition III Corp.’s Form 10-Q filed with the SEC on August 14, 2025, which stated issued and outstanding shares.
Are the Anson entities seeking to control Texas Ventures Acquisition III Corp. (TVA)?
The reporting persons certify that the TVA securities were acquired and are held in the ordinary course of business, not for changing or influencing control of the issuer. They also state the holdings are not connected with any control-related transaction, other than limited activities tied to proxy nomination rules.
Which funds actually hold the Texas Ventures Acquisition III Corp. (TVA) shares reported?
The Schedule 13G explains that the 2,199,942 Class A Ordinary Shares are held by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. act as co-investment advisers. These advisers, along with affiliated entities and individuals, may direct the vote and disposition of the shares.
