Sander Gerber/Hudson Bay Report 1.4M Class A Shares of TVA (6.22%)

Rhea-AI Filing Summary

Hudson Bay Capital Management LP and Sander Gerber report a passive beneficial ownership stake of 1,400,000 Class A ordinary shares of Texas Ventures Acquisition III Corp, representing 6.22% of the Class A shares. The percentage is calculated on an aggregate of 22,500,000 Class A shares outstanding as reported in the companys quarterly report filed June 6, 2025.

The holdings are recorded in the name of HB Strategies LLC, with the Investment Manager acting as manager and Mr. Gerber identified as managing member of the general partner. The filing states no sole voting or dispositive power (0 shares) and 1,400,000 shares of shared voting and dispositive power, and includes a certification that the securities are held in the ordinary course of business and not to influence control of the issuer.

Positive

• Material disclosure: Reporting persons transparently disclose a >5% position (1,400,000 shares, 6.22%), meeting SEC disclosure thresholds
• Passive intent certified: Filing includes a certification that the securities are held in the ordinary course and not for the purpose of changing or influencing control
• Clear ownership chain: Holdings are reported as held in the name of HB Strategies LLC with Hudson Bay as investment manager and Mr. Gerber identified as managing member of the GP

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed passive stake of 6.22% (1.4M shares) is material but presented as non-control, per Schedule 13G.

The filing shows Hudson Bay Capital Management LP (via HB Strategies LLC) and Sander Gerber as reporting persons holding 1,400,000 Class A shares, equal to 6.22% of the class based on 22.5M shares outstanding. Important: the statement is filed on Schedule 13G with an explicit certification that the position is held in the ordinary course and not to influence control. The reporting structure (manager to HB Strategies LLC and Mr. Gerber as managing member of the GP) clarifies legal relationships and explains why sole voting/dispositive power is 0 while shared power equals the full stake. For investors, this is a material passive disclosure without stated activist intent.

Corporate Governance Expert

TL;DR: Ownership exceeds the 5% disclosure threshold but the filing affirms passive intent and disclaims control activity.

The Schedule 13G identifies both an investment manager and an individual associated via the managers GP; it documents shared voting and dispositive authority over 1,400,000 shares and a disclaimer of beneficial ownership by Mr. Gerber. The joint acquisition statement and certification language indicate routine, passive ownership rather than a coordinated effort to change issuer control. From a governance perspective, the form satisfies Section 13 disclosure requirements and provides transparency on the chain of ownership and voting/dispositive allocations relevant to board and shareholder oversight.

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, $0.0001 par value

(Title of Class of Securities)

G8772L105

(CUSIP Number)

06/30/2025

(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

Hudson Bay Capital 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

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)

6.22 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G8772L105

1

Names of Reporting Persons

Sander Gerber

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 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

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)

6.22 %

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, Texas 77056
Item 2.
(a)	Name of person filing: This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)	Title of class of securities: Class A Ordinary Shares, $0.0001 par value
(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: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 22,500,000 A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of Texas Ventures Acquisition III Corp (the "Company") outstanding as of June 6, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission on June 6 2025. The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)	Percent of class: 6.22%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
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 Item 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.
	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:

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.

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.

Hudson Bay Capital Management LP

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Authorized Signatory
Date:	08/08/2025

Sander Gerber

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Individually
Date:	08/08/2025

Exhibit Information

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: August 8, 2025 HUDSON BAY CAPITAL MANAGEMENT LP By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER

FAQ

Who filed the Schedule 13G for Texas Ventures (TVA)?

Hudson Bay Capital Management LP (the Investment Manager) and Sander Gerber filed the Schedule 13G as reporting persons.

How many Class A shares of TVA were reported and what percent of the class does that represent?

1,400,000 Class A shares were reported, representing 6.22% of the Class A ordinary shares based on 22,500,000 shares outstanding.

Does the filing indicate voting or dispositive power over the reported shares?

The filing shows 0 sole voting power and 1,400,000 shared voting power; similarly 0 sole dispositive power and 1,400,000 shared dispositive power.

Are the holdings described as passive or intended to influence control of TVA?

The Schedule 13G contains a certification stating the securities are acquired and held in the ordinary course of business and were not acquired to change or influence control of the issuer.

In whose name are the securities held and what is the reporting relationship?

The securities are held in the name of HB Strategies LLC; Hudson Bay Capital Management LP serves as the investment manager to HB Strategies LLC, and Mr. Gerber is the managing member of Hudson Bay Capital GP LLC, the general partner of the Investment Manager.