Texas Ventures (TVA): First Trust reports 7.68% and 6.33% holdings

This joint Schedule 13G discloses passive ownership stakes in Texas Ventures Acquisition III Corp by multiple First Trust entities in Class A Ordinary Shares.

Rhea-AI Filing Summary

This joint Schedule 13G discloses passive ownership stakes in Texas Ventures Acquisition III Corp by multiple First Trust entities in Class A Ordinary Shares. First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively report beneficial ownership of 1,728,582 shares, representing 7.68% of the class. First Trust Merger Arbitrage Fund reports ownership of 1,425,290 shares, representing 6.33%.

The filing states these holdings are held in the ordinary course of business and were not acquired to change or influence control. The filing identifies FTCM as an investment adviser to client accounts and notes FTCS and Sub GP as control persons of FTCM; FTCS and Sub GP do not hold shares for their own accounts.

Positive

• Material disclosure of ownership: FTCM/FTCS/Sub GP report 1,728,582 shares (7.68%) and VARBX reports 1,425,290 shares (6.33%).
• Clear statement of passive intent: The filing certifies shares are held in the ordinary course and not to change or influence control.
• Joint filing clarifies relationships: FTCM identified as investment adviser; FTCS and Sub GP identified as control persons of FTCM and clarified they do not own shares for their own accounts.

Negative

• None.

Insights

Financial Analyst

TL;DR: Significant passive positions disclosed; holdings exceed 5% thresholds but filer certifies no intent to influence control.

The Schedule 13G shows material, passive stakes by First Trust-affiliated entities in TVA: 1,728,582 shares (7.68%) attributable to FTCM/FTCS/Sub GP and 1,425,290 shares (6.33%) attributable to VARBX. These positions meet disclosure thresholds that can affect market visibility and analyst coverage. The filing explicitly states the shares are held in the ordinary course and not for control purposes, which is consistent with a passive investor profile reported under Rule 13d-1(b)/(c). Monitoring future amendments or conversions to a Schedule 13D would be important for investors seeking signs of activism, but none are present in this statement.

Corporate Governance Expert

TL;DR: Joint filing clarifies advisory and control relationships and confirms passive ownership above 5% for multiple reporting persons.

The disclosure identifies FTCM as adviser to client accounts holding TVA shares and names FTCS and Sub GP as control persons of FTCM while noting they do not own shares for their own accounts. This clarifies attribution of beneficial ownership and governance relationships relevant to shareholders and regulators. The certification in Item 10 stating holdings are not intended to influence control reduces immediate governance risk, though the existence of sizable passive stakes can still influence vote outcomes in close matters.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

The filing was made jointly by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC.

How many TVA shares do the First Trust entities report owning?

First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively report 1,728,582 shares (7.68%); First Trust Merger Arbitrage Fund reports 1,425,290 shares (6.33%).

Does the Schedule 13G state the holders intend to influence control of TVA?

No. The filing includes a certification that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

What class of TVA securities is covered in this filing?

The filing covers Class A Ordinary Shares of Texas Ventures Acquisition III Corp.

Where is First Trust Capital Management organized?

The filing indicates Delaware as the place of organization for the reporting persons such as FTCM, FTCS and Sub GP.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 02:05 PM Learn about SEC filing dates

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 ("Ordinary Shares")

(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

First Trust Merger Arbitrage Fund

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 1,425,290.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,425,290.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,425,290.00

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)

6.33 %

12

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13G

CUSIP No. G8772L105

1

Names of Reporting Persons

First Trust Capital Management 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,728,582.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,728,582.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,728,582.00

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)

7.68 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G8772L105

1

Names of Reporting Persons

First Trust Capital Solutions 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,728,582.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,728,582.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,728,582.00

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)

7.68 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G8772L105

1

Names of Reporting Persons

FTCS Sub 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,728,582.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,728,582.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,728,582.00

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)

7.68 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Texas Ventures Acquisition III Corp
(b)	Address of issuer's principal executive offices: C/O TEXAS VENTURES MGMT LL, 5090 RICHMOND AVE, SUITE 319, HOUSTON, TX, 77056
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). (1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. (2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX , (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). (3) FTCS, a Delaware limited partnership and control person of FTCM. (4) Sub GP, a Delaware limited liability company and control person of FTCM. Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)	Address or principal business office or, if none, residence: The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(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: As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of Texas Ventures Acquisition III Corp (the Issuer)) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June 30, 2025 VARBX owned 1,425,290 shares of the outstanding Ordinary Shares of the Issuer FTCM, FTCS and Sub GP collectively owned 1,728,582 shares of the outstanding Ordinary Shares of the Issuer. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)	Percent of class: VARBX: 6.33% FTCM, FTCS and Sub GP: 7.68%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: VARBX: 1,425,290 FTCM, FTCS and Sub GP: 1,728,582
	(ii) Shared power to vote or to direct the vote: VARBX: 0 FTCM, FTCS and Sub GP: 0
	(iii) Sole power to dispose or to direct the disposition of: VARBX: 1,425,290 FTCM, FTCS and Sub GP: 1,728,582
	(iv) Shared power to dispose or to direct the disposition of: VARBX: 0 FTCM, FTCS and Sub GP: 0
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.
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 Item 2.
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.

First Trust Merger Arbitrage Fund

Signature:	/s/ Joy Ausili
Name/Title:	Trustee, Vice President and Assistant Secretary
Date:	08/14/2025

First Trust Capital Management L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

First Trust Capital Solutions L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

FTCS Sub GP LLC

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

Exhibit Information

Exhibit I: Joint Filing Statement