Texas Ventures Acquisition III Corp

Current report

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Current report

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 report

Critical Accounting Policies and Estimates

Current report

A critical accounting estimate to our financial statements is the estimated fair value of our warrant liability. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Current report

Warrant Liabilities

Current report

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 report

Class A Ordinary Shares Subject to Possible Redemption

Current report

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our balance sheet.

Current report

Net Income Per Share

Current report

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. We apply the two-class method in calculating earnings per share. The net income is allocated to each class of shares using an allocation of total shares, which is then divided by the total shares for the respective class.

Current report

We did not consider the effect of the Warrants issued in connection with the Initial Public Offering and the Private Placement in the calculation of diluted income per share because their exercise is contingent upon future events. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share. Accretion associated with the redeemable Class A Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.

Previous report

In 2024, the SEC adopted additional rules and regulations relating to SPACs. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

Previous report

Recent Developments

Previous report

On April 24, 2025, we consummated our IPO of 22,500,000 Units, including the partial exercise by the underwriters of an option to purchase 2,500,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $225,000,000. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

Previous report

Simultaneously with the closing of the IPO, we completed the private sale of an aggregate of 7,568,750 Private Placement Warrants to the Sponsor, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Clear Street LLC, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant, or $7,568,750 in the aggregate. Of those 7,568,750 Private Placement Warrants, the Sponsor purchased 4,700,000 Private Placement Warrants (including the 4,100,000 NMSI Private Placement Warrants), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Clear Street LLC purchased an aggregate of 2,868,750 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share. The Private Placement Warrants (and underlying securities) are identical to the Warrants included in the Units sold in the IPO, except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cohen & Company Capital Markets and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A). If we do not complete our initial Business Combination within the completion window, the Private Placement Warrants will expire worthless. In connection with the non-managing sponsor investor indirectly purchasing, through the Sponsor, the NMSI Private Placement Warrants allocated to it in connection with the closing of the IPO, the Sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 3,280,000 Founder Shares held by the Sponsor. The NMSI Private Placement Warrants are held by the Sponsor and will be distributed to the non-managing sponsor investors only upon the consummation of an initial Business Combination and for so long as they continue to be held by the non-managing sponsor investors. The NMSI Private Placement Warrants are identical to the rest of the Private Placement Warrants except that, so long as the NMSI Private Placement Warrants are held, directly or indirectly (as a result of their ownership in membership interests of the Sponsor) by non-managing sponsor investors, (i) the NMSI Private Placement Warrants are non-redeemable; (ii) the NMSI Private Placement Warrants are not be subject to any forfeiture, transfer, exchange or amendment of the terms in connection with the Business Combination without the consent of the holders of the sponsor membership interest representin…

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Previous report

Critical Accounting Policies

Previous report

Net Loss per Share

Previous report

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At March 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.