ADDED
Following the closing of the transactions provided for by the Purchase Agreement, the 4,700,000 Private Placement Warrants originally issued to the Prior Sponsor have been sold by the Prior Sponsor to, and are held by, the New Sponsor (subject to permitted transfers), and the remaining Private Placement Warrants are held by the underwriters (or their permitted transferees).
Simultaneously with the closing of the IPO, the Company completed the private sale of 7,568,750 warrants (the Private Placement Warrants ) to the Prior Sponsor, Cohen Company and Clear Street at a purchase price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $ 7,568,750 .
On September 18, 2025, the Company, the Prior Sponsor and the New Sponsor entered into the Purchase Agreement.
Pursuant to the Purchase Agreement, the New Sponsor (i) purchased from the Prior Sponsor (a) 7,500,000 shares of Class B Ordinary Shares and (b) 4,700,000 Private Placement Warrants, for an aggregate purchase price of $ 7,400,000 and (ii) upon closing, became the sponsor of the Company (together, the Purchase ).
As conditions to the closing of the Purchase, all of the then-existing members of the Board of Directors (the Prior Board ) and then-existing officers of the Company resigned, and the New Sponsor designated a new board of directors and new management team, which were appointed immediately prior to the closing of the Purchase.
The New Sponsor also agreed, among other things, to (i) execute a joinder agreement (the Joinder ) to become a party to the Registration Rights Agreement, and (ii) enter into the Insider Letter with the Company, providing for, among other things, voting obligations and certain transfer restrictions.
The Prior Sponsor and the Company, among other things, agreed to cause all parties to the Letter Agreement to, execute a waiver to certain requirements of the Letter Agreement such that the New Sponsor need not execute a joinder or become a party to the Letter Agreement.
In addition to the foregoing, the closing of the Purchase was conditional on, among other things, (i) the termination of all Company related party contracts and certain commercial arrangements, (ii) the payment of all outstanding invoices of the Company by the closing, (iii) the Company holding at least $ 875,000 in cash or cash equivalents, exclusive of the trust account, after payment of all outstanding liabilities, and (iv) the Company s continued listing on the Nasdaq through the closing.
Although the Purchase Agreement included as a condition to closing the execution of a written waiver by the Underwriters of the Company s Initial Public Offering, reducing their rights to receive the deferred underwriting fee contemplated by the Underwriting Agreement, to a new agreed amount, this condition was not satisfied at closing of the Purchase.
The New Sponsor consummated the Purchase notwithstanding the failure of this condition to be satisfied.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
Unaudited Condensed Financial Statements 1 Condensed Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 1 Condensed Unaudited Statements of Operations for the three and six months ended June 30, 2025 2 Condensed Unaudited Statement of Changes in Shareholders Deficit for the three and six months ended June 30, 2025 3 Condensed Unaudited Statement of Cash Flows for the six months ended June 30, 2025 4 Notes to Unaudited Condensed Financial Statements 5 Item 2.
4 TEXAS VENTURES ACQUISITION III CORP NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2025 (UNAUDITED) NOTE 1 DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Texas Ventures Acquisition III Corp (the Company ) is a blank check company incorporated as a Cayman Islands exempted company on July 26, 2024.
Simultaneously with the closing of the IPO, the Company completed the private sale of 7,568,750 warrants (the Private Placement Warrants ) to TV Partners III, LLC (the Sponsor ) and Cohen Company Capital Markets, a division of J.V.B.
Financial Group, LLC, and Clear Street LLC at a purchase price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $ 7,568,750 .
Seven institutional investors ( non-managing sponsor investors ) have purchased, indirectly, through the purchase of non-managing sponsor membership interests, an aggregate of 4,100,000 Private Placement Warrants at a price of $ 1.00 per warrant ($ 4,1000,000 in the aggregate).
In connection with the non-managing sponsor investor indirectly purchasing, through the Sponsor, the NMSI Private Placement Warrants allocated to the non-managing sponsor investors 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 transferred 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 as otherwise noted in Note 8.
Transaction costs amounted to $ 14,006,902 , consisting of $ 4,500,000 of cash underwriting fee, $ 9,000,000 of deferred underwriting fee, and $ 506,902 of other offering costs.