Sponsor change: Texas Ventures Acquisition III (TVA) delays 2025 Form 10-K filing

Rhea-AI Filing Summary

Texas Ventures Acquisition III Corp notified the SEC it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 within the prescribed time and is using Rule 12b-25 relief.

The company says a change of sponsor and complete replacement of management and the board followed a Purchase Agreement dated September 18, 2025, under which the new sponsor acquired 7,500,000 Class B Ordinary Shares and 4,700,000 Private Placement Warrants for $7,400,000. Because of the sponsor and management change, the company needs additional time to compile information and expects to file the Form 10-K within the fifteen-day grace period under Rule 12b-25.

Insights

Corporate Governance Analyst

Management and sponsor replacement is the disclosed reason for the filing delay.

The filing states that a Purchase Agreement closed on September 18, 2025, producing a new sponsor and a completely changed board and management team. The registrant cites the resulting need to compile and process information as the cause of the delay.

Key issues to watch in subsequent filings include updated disclosure of governance changes, any related-party transaction details tied to the $7,400,000 purchase, and whether the Form 10-K provides reconciled financials that reflect the sponsor change.

SEC Compliance Specialist

The company invoked Rule 12b-25 and expects to file within the 15-day grace period.

Rule 12b-25(b) relief was checked and the narrative cites effort/expense as the basis. The registrant affirms other periodic reports over the prior 12 months have been filed and anticipates using the statutory grace period to submit the annual report.

Monitor the next filing for the Form 10-K's timeliness and for any Rule 12b-25 exhibits, including an accountant's statement if required.

Key Figures

Period Ended: December 31, 2025 Class B Ordinary Shares acquired: 7,500,000 shares Private Placement Warrants acquired: 4,700,000 warrants +3 more

6 metrics

Period Ended December 31, 2025 Form 10-K reporting period

Class B Ordinary Shares acquired 7,500,000 shares Purchased by new sponsor per Purchase Agreement dated <date>September 18, 2025</date>

Private Placement Warrants acquired 4,700,000 warrants Purchased by new sponsor per Purchase Agreement dated <date>September 18, 2025</date>

Aggregate purchase price <money>$7,400,000</money> Consideration paid for shares and warrants under Purchase Agreement

Rule 12b-25 grace period 15 days Anticipated filing window for the late Form 10-K

Notification signature date March 31, 2026 Date the Form 12b-25 was signed by the CFO

Key Terms

Rule 12b-25, Private Placement Warrants, Sponsor, Purchase Agreement

4 terms

Rule 12b-25 regulatory

"unable to file its Annual Report on Form 10-K ... without unreasonable effort and expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Private Placement Warrants financial

"purchased from the Prior Sponsor 4,700,000 Private Placement Warrants"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

Sponsor corporate

"the New Sponsor ... upon closing, became the sponsor of the Company"

Purchase Agreement legal

"On September 18, 2025, the Company, TV Partners III, LLC and Yorkville Acquisition Sponsor II, LLC entered into a Purchase Agreement"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

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

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Accepted by SEC EDGAR 03/31/2026 - 04:01 PM Learn about SEC filing dates

FAQ

Why did Texas Ventures Acquisition III (TVA) file a Form 12b-25?

They filed because they cannot timely file the Annual Report on Form 10-K for the period ended December 31, 2025. The company cites a sponsor and management change after a Purchase Agreement dated September 18, 2025 requiring extra time to compile required information.

What transaction prompted TVA's delay in filing its 2025 Form 10-K?

A Purchase Agreement closed on September 18, 2025 where the new sponsor bought 7,500,000 Class B Ordinary Shares and 4,700,000 Private Placement Warrants for $7,400,000. This sponsor and management change is cited as the cause of the delay.

When does TVA expect to file the late Form 10-K?

The company expects to file the Form 10-K within the fifteen-calendar-day grace period provided by Rule 12b-25. That grace period follows the prescribed due date and is the basis for the relief claimed in this notification.

Did TVA say whether other periodic reports are current?

Yes. The filing indicates that all other periodic reports required under Sections 13 or 15(d) of the Exchange Act during the preceding 12 months have been filed, as the registrant checked "Yes" on that question.

Who can be contacted about TVA's Form 12b-25 filing?

The contact provided is Troy Rillo, Chief Financial Officer, at (201) 985-8300. He is listed as the person to contact regarding this notification and signed the form on behalf of the registrant on March 31, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		x Form 10-K  ¨ Form 20-F  ¨ Form 11-K  ¨ Form 10-Q ¨ Form 10-D  ¨ Form N-CEN  ¨ Form N-CSR
		For Period Ended: December 31, 2025
		¨ Transition Report on Form 10-K
		¨ Transition Report on Form 20-F
		¨ Transition Report on Form 11-K
		¨ Transition Report on Form 10-K
		For the Transition Period Ended:
Read Instructions (on back page) Before Preparing Form. Please Print or Type. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I—REGISTRANT INFORMATION

Texas Ventures Acquisition III Corp

Full Name of Registrant:

N/A

Former Name if Applicable:

1012 Springfield Avenue

Address of Principal Executive Office (Street and Number):

Mountainside, NJ, 07092

City, State and Zip Code:

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

x		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Texas Ventures Acquisition III Corp (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable effort and expense to the Company. On September 18, 2025, the Company, TV Partners III, LLC (the “Prior Sponsor”) and Yorkville Acquisition Sponsor II, LLC (the “New Sponsor”) entered into a Purchase Agreement, pursuant to which, the New Sponsor (i) purchased from the Prior Sponsor 7,500,000 Class B Ordinary Shares and 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”). Upon this acquisition, the management and Board of Directors of the Company were changed in their entirety. Due to the change of sponsor and management, the Company requires additional time to compile and process the information necessary for the completion of the Form 10-K. The Company anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV – OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification:
	Troy Rillo		(201)		985-8300
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).   Yes  x   No  ¨
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  Yes  ¨  No  x
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Texas Ventures Acquisition III Corp

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026		By:	/s/ Troy Rillo
			Troy Rillo
			Chief Financial Officer