Texas Ventures Acquisition III Corp

Previous wording

For the six months ended June 30, 2025, we had net income of $2,899,551 which was primarily due to interest earned on investments held in the Trust Account of $1,733,912, interest earned on cash held in operating accounts of $6,469, and the change in fair value of warrant liability of $1,435,682, partially offset by formation and operating costs of $276,512.

Current wording

For the three months ended September 30, 2025, we had a net loss of $1,200,656 which was primarily due to interest earned on investments held in the Trust Account of $2,380,552, interest earned on cash held in operating accounts of $10,674, and forgiveness of debt of $28,614, partially offset by change in fair value of warrant liability of $3,469,346 and general and administrative expenses of $151,150.

Previous wording

For the three months ended June 30, 2025, we had net income of $2,939,147 which was primarily due to interest earned on investments held in the Trust Account of $1,733,912, interest earned on cash held in operating accounts of $6,469, and the change in fair value of warrant liability of $1,435,682, partially offset by formation and operating costs of $236,916.

Current wording

For the nine months ended September 30, 2025, we had net income of $1,698,895 which was primarily due to interest earned on investments held in the Trust Account of $4,114,464, interest earned on cash held in operating accounts of $17,143, and forgiveness of debt of $28,614, partially offset the change in fair value of warrant liability of $2,033,664 and general and administrative expenses of $427,662.

Previous wording

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares by the Sponsor and loans from the Sponsor.

Current wording

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares by the Prior Sponsor and loans from the Prior Sponsor.

Previous wording

We believe that amounts not held in Trust Account will be sufficient to pay the costs and expenses to which such proceeds are allocated that are payable prior to the closing of our initial Business Combination. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Current wording

Our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination may be less than the actual amount necessary to do so, in which case we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Previous wording

We may need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time which is considered to be one year from the date of the issuance of the unaudited condensed financial statements, the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. The unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

Current wording

We may need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions, coupled with being one year from mandatory liquidation, raise substantial doubt about our ability to continue as a going concern for a reasonable period of time which is considered to be one year from the date of the issuance of the unaudited condensed financial statements, the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. The unaudited condensed financial statements do not include

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than monthly administrative services of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on April 24, 2025, and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. We previously had a monthly administrative services of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on April 24, 2025. Pursuant to the Purchase Agreement executed on September 18, 2025, the Administrative Services Agreement with the Prior Sponsor was terminated.

Previous wording

We account for the Public Warrants issued in connection with the Initial Public Offering, the Private Placement Warrants and the NMSI Private Placement Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40, the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment and as such are recorded in shareholders’ deficit. The NMSI Private Placement Warrants do not meet the criteria for equity treatment and as such are recorded as a liability and remeasured each period with changes recorded in the condensed statements of operations. If the Public and Private Placement Warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the condensed statements of operations.

Current wording

NMSI Private Placement Warrants do not meet the criteria for equity treatment and as such are recorded as a liability and remeasured each period with changes recorded in the condensed statements of operations. If the Public and Private Placement Warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the condensed statements of operations.