SEC Form 3 filed by new insider Angelo Mark
$TVA
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/18/2025 |
3. Issuer Name and Ticker or Trading Symbol
Texas Ventures Acquisition III Corp [ TVA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares | (1) | (1) | Class A Ordinary Shares | 7,500,000(2)(3) | (1) | I | See Footnote(3) |
| Private Placement Warrants | (4) | (4) | Class A Ordinary Shares | 4,700,000(2)(3) | $11.5 | I | See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As described in the Issuer's registration statement on Form S-1, as amended (File No. 333-284793) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination or earlier at the option of the holder on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. |
| 2. These Class B ordinary shares and private placement warrants are held by Yorkville Acquisition Sponsor II LLC (the "New Sponsor") and were acquired pursuant to a purchase agreement, dated September 18, 2025, by and between the New Sponsor, the Issuer, and TV Partners III, LLC. |
| 3. YA II PN, Ltd. ("YA II PN") is the sole member and manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN is managed by Yorkville Advisors Global, LP ("Yorkville LP"), whose General Partner is Yorkville Advisors Global II, LLC ("Yorkville LLC"). All investment decisions for YA II PN are made by Mark Angelo, President and Managing Member of Yorkville LLC, and, as President and Managing Member of Yorkville LLC, Mr. Angelo may be deemed to have beneficial ownership of the Class B ordinary shares and private placement warrants held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 4. As described in the Issuer's registration statement on Form S-1, as amended (File No. 333-284793) under the heading 'Description of Securities-Private Placement Warrants,' each private placement warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment as described therein. The private placement warrants become exercisable 30 days after the completion of the Issuer's initial business combination and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation, subject to certain terms and conditions described therein. |
| By: /s/ Mark Angelo | 10/14/2025 | |
| By: /s/ Mark Angelo, Yorkville Acquisition Sponsor II, LLC | 10/14/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||