Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
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Management’s Report on Internal Controls Over Financial Reporting
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Changes in Internal Control over Financial Reporting
Not applicable.
ITEM 9B. OTHER INFORMATION
N o n e .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers
Our current directors and executive officers are as follows:
Name
Age
Position
Mark Angelo
54
Chairman of the Board of Directors
Kevin McGurn
53
Chief Executive Officer
Troy Rillo
58
Chief Financial Officer
Lawrence Glick
58
Director
Alan Garten
56
Director
Omar Hasan
46
Director
Mark Angelo , 54, has served as Chairman of our board of directors since September 2025. Additionally, Mr. Angelo has served as President and partner of Yorkville Advisors, a family of hedge funds (“Yorkville Advisors”), since he founded the firm in 2001. Since the inception of Yorkville Advisors, Mr. Angelo has guided the firm in executing cumulative financial transactions of approximately $7 billion in more than 730 companies. As portfolio manager, Mr. Angelo is responsible for overseeing many aspects of the day-to-day operations, including deal structuring, investment decisions, and business development. Prior to founding Yorkville Advisors, Mr. Angelo held senior roles at the May Davis Group and with the Boston Group. Mr. Angelo also currently serves as Chairman of the board of directors of Yorkville Acquisition Corp. since March 2025, and Chairman of the board of directors of Blue Water Acquisition Corp. III since November 2025. Mr. Angelo earned a Bachelor of Arts in Economics from Rutgers University.
Kevin McGurn , 53, has served as Chief Executive Officer Texas Ventures Acquisition III Corp since September 2025. In September 2025, he became the Chief Executive Officer of Sono Group N.V. (Nasdaq: SSM). Mr. McGurn also serves on the board of directors and Chief Executive Officer of New America Acquisition I Corp., a special purpose acquisition company, since July 2025. Additionally, Mr. McGurn has served as Chief Executive Officer of Yorkville Acquisition Corp. since March 2025, on Yorkville Acquisition Corp.’s board of directors since June 2025, and as Chief Executive Officer and on the board of directors of Blue Water Acquisition Corp. III since November 2025. From October 2023 to November 2024, Mr. McGurn served as Vice President of Advertising Solutions at T-Mobile, where he led initiatives across digital and programmatic advertising platforms. Prior to that, he was at Vevo LLC, a global music video platform jointly owned by Universal Music Group and Sony Music Entertainment, between February 2017 to October 2023, becoming its President in January 2019, where he was responsible for monetization, sales strategy, and global partnerships. Earlier in his career, from 2007 to 2013, Mr. McGurn served as Senior Vice President of Advertising Sales at Hulu, where he helped to launch and scale the company’s ad-supported streaming business. He has also held an independent board role at Zype, Inc., a video infrastructure platform that was acquired by Backlight, a portfolio company of PSG. In October 2024, Mr. McGurn was named CEO of Triller Group but ultimately did not assume the role. Mr. McGurn currently serves in an advisory capacity to TMTG, supporting the company’s diligence and strategy around mergers and acquisitions, subscription video on demand (SVOD) and social networking platforms, including Truth+ and Truth Social. He is also a limited partner and strategic entrepreneurial advisor to Revel Partners, a venture capital firm focused on B2B SaaS and media innovation, and Alpine Meridian, a venture capital fund with investments across digital media and consumer technology. Mr. McGurn has cultivated extensive relationships across media, entertainment, technology, telecommunications, and music industries. Mr. McGurn graduated from Ohio Wesleyan University in 1998 with a BA in History and was a two-time NCAA all-America pick in the sport of lacrosse.
Troy Rillo , 58, has been the Chief Financial Officer of Texas Ventures Acquisition III Corp since September 2025, and is a partner with Yorkville Advisors where since 2004 he has been instrumental in the firm’s growth and strategic direction. Mr. Rillo is an accomplished business executive and attorney with extensive experience in corporate finance, securities law, and investment management. Mr. Rillo also currently serves as Co-Chief Executive Officer of Yorkville Securities LLC, an SEC registered broker-dealer and member of FINRA, and President and Chief Executive Officer, and member of the Board of Managers, of Yorkville America, LLC, an affiliated SEC-registered investment adviser focused on branded investment products, including separately managed accounts and exchange-traded funds. Additionally, Mr. Rillo has served as the Chief Financial Officer at Yorkville Acquisition Corp. since August 2025, and as the Chief Financial Officer of Blue Water Acquisition Corp. III since November 2025. Prior to joining Yorkville Advisors, Mr. Rillo was a corporate and securities partner at K&L Gates LLP, a leading international law firm, where he advised public and private companies on capital-raising transactions, mergers and acquisitions, and securities compliance. Mr. Rillo is widely recognized as an
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authority in corporate and securities law and is a frequent speaker on related topics. He earned both his J.D. and B.S. in Finance, magna cum laude, from the University of Florida. While in law school, he served as a member of the Florida Law Review and was elected to the Order of the Coif. He is admitted to practice law in New Jersey and Florida.
Omar Hasan , 46, has served on the board of directors of Texas Ventures Acquisition III Corp since September 2025. Mr. Hasan also currently serves on the board of directors of Yorkville Acquisition Corp. since June 2025. Mr. Hasan is a seasoned finance executive with over 23 years of experience driving financial growth, operational efficiency, and successful initial public offering execution. Since joining Reddit, Inc. in 2018, he has served as Vice President of Strategic Finance and Growth, where he supports global revenue and users, bringing a strategic and analytical perspective to board governance. From August 2015 until August 2018, Mr. Hasan was Director of Global Sales Finance at Snap Inc. Prior to that, from March 2014 to August 2015, he served as Director of Financial Planning & Analysis of Advertising Sales at Hulu. Mr. Hasan holds a bachelor’s degree in Accounting from Eastern Michigan University and an MBA from the University of Michigan.
Lawrence Glick , 58, has served on the board of directors of Texas Ventures Acquisition III Corp since September 2025. Mr. Glick is the Executive Vice President of Development at The Trump Organization and, since March 2007, has been at the forefront of shaping the company’s global growth – driving major real estate acquisitions, overseeing expansive golf operations, and playing a critical role in the development of the company’s strategic initiatives across its worldwide portfolio. Under his leadership, the company has significantly expanded its global footprint with landmark developments and world class golf and entertainment events in premier destinations around the world. From March 1998 to February 2007, Mr. Glick served as Director at American Express Publishing, where he launched Travel + Leisure Golf Magazine and developed signature events. Mr. Glick holds a Bachelor of Science in Communications and Business from the University at Albany.
Alan Garten , 56, has served on the board of directors of Texas Ventures Acquisition III Corp since September 2025. Mr. Garten is the Executive Vice President and Chief Legal Officer of the Trump Organization. In this role, he oversees all legal matters across the company’s global real estate and business portfolios, including litigation, complex commercial transactions, regulatory and compliance issues. Since joining the company in 2006, Mr. Garten has overseen some of the most high-profile, high-stakes and consequential legal matters and transactions in modern history, providing strategic counsel in matters that have attracted worldwide attention. Prior to joining the organization, Mr. Garten practiced law at the international firm Bryan Cave LLP, where he focused on commercial and real estate litigation, real estate, and corporate law. He earned his bachelor’s degree from the University of Michigan and his J.D. from Hofstra University School of Law, and he is admitted to practice law in the State of New York.
Number and Terms of Office of Officers and Directors
Our board of directors consist of four members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Lawrence Glick and Omar Hasan, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Alan Garten, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, which consists of Mark Angelo, will expire at the third annual of shareholders.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to vote to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such
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employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Director Independence
Nasdaq rules require that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules. Our board of directors has determined that Alan Garten, Lawrence Glick and Omar Hasan are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of our independent directors.
Committees of the Board of Directors
Our board of directors has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and will have the composition and responsibilities described below.
Audit Committee
Our board of directors has established an audit committee of the board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Alan Garten, Lawrence Glick and Omar Hasan are each independent and serve as the members of our audit committee. Mr. Hasan serves as the chair of the audit committee. Each member of the audit committee is financially literate, and our board of directors has determined that Mr. Hasan qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted an audit committee charter, which details the principal functions of the audit committee, including:
● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;
● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;
● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
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● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Compensation Committee
Our board of directors has established a compensation committee of our board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Alan Garten, Lawrence Glick and Omar Hasan are each independent and serve as the members of our compensation committee. Mr. Garten serves as the chair of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;
● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
● reviewing our executive compensation policies and plans;
● implementing and administering our incentive compensation equity-based remuneration plans;
● assisting management in complying with our proxy statement and annual report disclosure requirements;
● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
● producing a report on executive compensation to be included in our annual proxy statement; and
● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Clawback Policy
We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.
Director Nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Alan Garten, Lawrence Glick and Omar Hasan. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
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The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics (“Code of Business Conduct and Ethics”) applicable to our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an exhibit to the registration statement from our Initial Public Offering. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website.
Insider Trading Policy
Subsequent to the consummation of the Offering, we adopted an insider trading policy (the “Insider Trading Policy”) which requires insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) clear all trades with our legal counsel prior to execution. We cannot currently determine whether any of our insiders will make such purchased pursuant to a Rule 10b5-1 plan, as that would be dependent on several factors, including but not limited to, the timing and size of any such purchase. Depending on the circumstances, any of out insiders may decide to make purchases of our Public Shares pursuant to a Rule 10b5-1 plan or may determine that acting pursuant to such a plan is not required under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchaser will comply with such rules.
The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached as Exhibit 19.1 to this Annual Report.
Conflicts of Interest
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
● duty to not improperly fetter the exercise of future discretion;
● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;
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● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
● duty to exercise independent judgment.
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) none of our Sponsor or any individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for our Sponsor or any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of our Sponsor or any director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial Business Combination.
We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Members of our management team and our independent directors may directly or indirectly own Founder Shares and/or Private Placement Warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.
Potential investors should also be aware of the following other potential conflicts of interest:
● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial Business Combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
● Our Prior Sponsor purchased Founder and Private Placement Warrants, which our New Sponsor subsequently purchased. Our New Sponsor and current officers and directors have entered into the New Insider Letter with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of our initial Business Combination. Additionally, our New Sponsor and current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete
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our initial Business Combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account with respect to their Founder Shares and from the trust account with respect to any Offering Shares they hold. If we do not complete our initial Business Combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our New Sponsor agreed that it will not directly or indirectly, enter into any agreement or arrangement to, or actually sell or transfer any of the Acquired Securities, with such sale or transfer to occur prior to the closing of the Company’s initial Business Combination, subject to certain exceptions. The Private Placement Warrants will not be transferable until 30 days following the completion of our initial Business Combination. Because each of our officers and directors may directly or indirectly own Ordinary Shares or Warrants, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.
● Our sponsor and members of our management team directly or indirectly own our securities, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our Prior Sponsor invested in us an aggregate of $4,725,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.0033 per share) and the $4,700,000 purchase price for the private placement warrants (or $1.00 per warrant), which may be exercised on a cashless basis. On September 18, 2025, our New Sponsor purchased the aforementioned securities for $7,400,000. Accordingly, our directors and officers, who either directly or indirectly hold interests in our New Sponsor, may be more willing to pursue a Business Combination with a riskier or less-established target business than would be the case if our New Sponsor had paid the same per share price for the Founder Shares as our public shareholders paid for their Public Shares in our Initial Public Offering and if our New Sponsor were required to pay cash to exercise the Private Placement Warrants.
● Certain members of our management team may receive compensation upon consummation of our initial Business Combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination as such compensation will not be received unless we consummate such Business Combination.
● Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.
● In the event our Sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial Business Combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such Business Combination.
● Similarly, if we agree to pay our Sponsor, officers, directors or advisors, a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial Business Combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination as any such fee may not be paid unless we consummate such Business Combination.
● We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such Business Combination. In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
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Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations that may present a conflict of interest:
Name of Individual
Entity Name
Affiliation
Mark Angelo
Yorkville Advisors Yorkville Acquisition Corp. Blue Water Acquisition Corp. III
President and Partner Chairman Chairman
Kevin McGurn
Sono Group N.V. Blue Water Acquisition Corp. III TMTG Yorkville Acquisition Corp.
CEO CEO and Director Advisor CEO and Director
New America Acquisition I Corp.
CEO and Director
Troy Rillo
Yorkville Advisors Blue Water Acquisition Corp. III Yorkville Acquisition Corp. Yorkville Securities LLC Yorkville America, LLC
Partner CFO CFO Co-CEO President, CEO, and Member of the Board of Managers
Omar Hasan
Yorkville Acquisition Corp. Reddit
Director Vice President of Strategic Finance and Growth
Lawrence Glick
The Trump Organization
Executive Vice President of Development
Alan Garten
The Trump Organization
Executive Vice President and Chief Legal Officer
In addition, certain of our officers and directors are currently involved in other SPACs, and, in the future, our Sponsor, officers, or directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination. As a result of such current involvement, and in the event our Sponsor, or additional officers or directors become involved in other SPACs seeking initial Business Combinations, our Sponsor, officers and directors may have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they are or may become involved. If any of our Sponsor, officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, he, she or it may be required to honor such fiduciary or contractual obligations to present such Business Combination opportunity to such entity. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination target, which could materially affect our ability to complete our initial Business Combination. Notwithstanding the foregoing, it is currently expected that, with respect to acquisition opportunities, our company will have priority over any other SPACs with which our Sponsor, officers or directors are or may become involved until we complete our initial Business Combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial Business Combination.
In addition, our Sponsor or any of its affiliates, or any of their respective clients, may make additional investments in the company in connection with the initial Business Combination, although our Sponsor and its affiliates have no obligation or current intention to do so. If our Sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our Sponsor’s motivation to complete an initial Business Combination.
Prior to or in connection with the completion of our initial Business Combination, there may be payments by the company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the trust account.
We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
In the event that we submit our initial Business Combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed to vote their Founder Shares, and they and the other members of our management team have agreed to vote their Founder Shares and any other shares acquired by the Sponsor, officers or directors, in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted for or against such proposed Business Combination.
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Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial Business Combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial Business Combination.
Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 11. EXECUTIVE COMPENSATION
Officer and Director Compensation
Effective October 2025, the Company pays a monthly advisory fee of $15,000 to its chief executive officer, Kevin McGurn, to provide advisory services to the Company in connection with identifying, investigating, negotiating and completing the Company’s initial Business Combination and related matters. The advisory fee continues on a monthly basis until the earliest to occur of (i) the closing and completion of the Company’s initial Business Combination or (ii) the liquidation of the Company. Other than the foregoing, none of the Company’s officers or directors have received any compensation for services rendered to the Company. The monthly advisory fee amounts approved are as follows, of which no payments were made in 2025, with $45,000 in payments in the aggregate remaining as outstanding:
Director or Officer
Quarterly Compensation
Mark Angelo
$
—
Kevin McGurn
$
45,000
Alan Garten
$
—
Omar Hasan
$
—
Lawrence Glick
$
—
Troy Rillo
$
—
We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account:
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● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;
● Reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate of our Sponsor, in an amount equal to $10,000 per month;
● Payment of consulting, success or finder fees to our Sponsor, officers or directors, or our or their affiliates in connection with the consummation of our initial Business Combination;
● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;
● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans; and
● Payment of advisory services in connection with identifying, investigating, negotiating and completing the Company’s initial Business Combination and related matters to our CEO, in an amount equal to $15,000 per month.
After the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
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Management Compensation:
Nonequity
Nonqualified
incentive
deferred
All other
Stock
Option
plan
compensation
compensation
Name and principal position
Year
Salary
Bonus
Awards
Awards
compensation
earnings
(1)
Total
Mark Angelo, Chairman of the Board of Directors
September 18, 2025 through December 31, 2025
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Kevin McGurn, Chief Executive Officer
September 18, 2025 through December 31, 2025
$
—
$
—
$
—
$
—
$
—
$
—
$
45,000
$
45,000
Troy Rillo, Chief Financial Officer
September 18, 2025 through December 31, 2025
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
E. Scott Crist (2)
January 1, 2025 through September 18, 2025
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
R. Greg Smith (2)
January 1, 2025 through September 18, 2025
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
(1) Advisory fees for advisory services to the Company in connection with identifying, investigating, negotiating and completing the Company’s initial Business Combination and related matters.
(2) In connection with the Purchase, E. Scott Crist and R. Greg Smith resigned from the Board and their roles as officers of the Company, effective September 18, 2025.
Independent Director Compensation:
Fees earned
Change in pension value and
or paid in
Stock
Option
Nonequity incentive
nonqualified deferred
All other
Name
cash
Awards
Awards
plan compensation
compensation earnings
compensation
Total
Omar Hasan, Independent Director and Chairman of the Audit Committee
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Alan Garten, Independent Director and Chairman of the Compensation Committee
$
—
—
$
—
$
—
$
—
$
—
$
—
Lawrence Glick, Independent Director
$
—
—
$
—
$
—
$
—
$
—
$
—
Devin Nunes, Independent Director (1)
$
—
—
$
—
$
—
$
—
$
—
$
—
Scott Glabe, Independent Director and Chairman of the Compensation Committee (1)
$
—
—
$
—
$
—
$
—
$
—
$
—
Andrew Clark, Independent Director (2)
$
—
—
$
—
$
—
$
—
$
—
$
—
Harvin Moore, Independent Director and Chairman of the Compensation Committee and Audit Committee (2)
$
—
—
$
—
$
—
$
—
$
—
$
—
Aruna Viswanathan, Independent Director (2)
$
—
—
$
—
$
—
$
—
$
—
$
—
(1) Effective February 23, 2026, Scott Glabe and Devin Nunes resigned from the Board.
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(2) In connection with the Purchase, Andrew Clark, Harvin Moore and Aruna Viswanathan resigned from the Board and their roles as officers of the Company, effective September 18, 2025.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
In the table below, percentage ownership is based on 30,000,000 Ordinary Shares, consisting of (i) 22,500,000 Class A Ordinary Shares and (ii) 7,500,000 Class B Ordinary Shares, issued and outstanding as of the date of this Annual Report. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. The following table does not reflect record or beneficial ownership of the Public Warrants and Private Placement Warrants, which will become exercisable 30 days after the completion of our initial Business Combination.
On all matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial Business Combination, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, except (i) for the election and removal of directors, which shall be voted upon solely by holders of Class B Ordinary Shares, (ii) for any variation of the rights attaching to any class of shares, and (iii) for any resolution to approve a transfer by way of continuation outside of the Cayman Islands, which shall be voted upon solely by holders of Class B Ordinary Shares, and (iv) as otherwise required by applicable law. Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
Class A
Class B
Ordinary Shares
Ordinary Shares
Approximate
Number of
Number of
Percentage of
Shares
Approximate
Shares
Approximate
Outstanding
Name and Address of
Beneficially
Percentage
Beneficially
Percentage
Ordinary
Beneficial Owner (1)
Owned
of Class
Owned
of Class
Shares
Directors and Officers
Mark Angelo (2)(3)(4)
925,000
4.11
%
7,500,000
100
%
28.08
%
Kevin McGurn
—
—
—
—
—
Troy Rillo
—
—
—
—
—
Lawrence Glick
—
—
—
—
—
Alan Garten
—
—
—
—
—
All directors and officers as a group (Six persons) (2)(3)(4)
925,000
4.11
%
7,500,000
100
%
28.08
%
Greater than 5% Beneficial Owners
Yorkville Acquisition Sponsor II, LLC (2)(3)
—
—
7,500,000
100
%
25.00
%
YA II PN (2)(3)(4)
925,000
4.11
%
7,500,000
100
%
28.08
%
Anson Advisors Inc. (5)
2,199,942
7.33
%
—
—
9.78
%
Anson Funds Management LP (5)
2,199,942
7.33
%
—
—
9.78
%
First Trust Capital Management L.P. (6)
1,722,800
6.63
%
—
—
5.33
%
J. Goldman & Co LP (7)
1,216,321
5.41
%
4.05
%
Karpus Management, Inc. (8)
1,471,700
6.54
%
4.91
%
Magnetar Financial LLC (9)
1,400,000
6.22
%
—
—
4.67
%
Tenor Capital Management Company, L.P. (10)
1,396,956
6.21
%
—
—
4.66
%
(1)
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Texas Ventures Acquisition III Corp, 1012 Springfield Avenue, Mountainside, New Jersey 07092.
(2)
YA II PN, Ltd. (“YA II PN”), a fund for which Yorkville Advisors Global, LP (“Yorkville LP”), serves as investment manager, is the Residual Series Member of the Sponsor. Yorkville Advisors Global II, LLC (“Yorkville LLC”), is the general partner of Yorkville LP. All investment decisions for YA II PN are made by Yorkville LLC’s President, Mark Angelo. Yorkville LP is the manager of the Sponsor and holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Mr. Angelo, as President of Yorkville LLC, has voting and investment power with respect to the shares held by the Sponsor and YA II PN, and may be deemed to indirectly beneficially own such shares. Mr. Angelo disclaims beneficial ownership of the shares held by the Sponsor and YA II PN, except to the extent of his pecuniary interest therein.
(3)
Includes 7,500,000 Class B Ordinary Shares held by the Sponsor. Excludes the Private Placement Warrants held by the Sponsor. Some of our officers and directors may have indirect ownership interests in the shares held by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
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(4)
Includes 925,000 Class A Ordinary Shares held by YA II PN, purchased on the open market.
(5)
Pursuant to a Schedule 13G filed with the SEC on February 17, 2026, Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to one or more funds and may direct the vote and disposition of Class A Ordinary Shares held by those funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the Class A Ordinary Shares held by the funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the Class A Ordinary Shares held by the funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of Class A Ordinary Shares held by the funds. For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore: 16000 Dallas Parkway, Suite 800 Dallas, Texas 75248. For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam: 181 Bay Street, Suite 4200 Toronto, ON M5J 2T3.
(6)
Pursuant to a Schedule 13G filed with the SEC on August 14, 2025, the shares reported herein consist of an aggregate of Class A Ordinary Shares held by certain client accounts for which First Trust Capital Management L.P., which include (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and First Trust Merger Arbitrage Fund, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “First Trust Client Accounts”) serves as investment adviser. First Trust Merger Arbitrage Fund owns 1,425,290 Class A Ordinary Shares of the shares reported herein. As investment adviser, First Trust Capital Management L.P has voting and investment power over the shares held by the First Trust Client Accounts. First Trust Capital Solutions L.P. and FTCS Sub GP LLC may be deemed to control First Trust Capital Management L.P. and therefore may be deemed to be beneficial owners of the shares reported herein. No one individual controls First Trust Capital Solutions L.P. or FTCS Sub GP LLC. For First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC: 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. For First Trust Merger Arbitrage Fund: 235 West Galena Street, Milwaukee, WI 53212.
(7)
Pursuant to a Schedule 13G filed with the SEC on February 17, 2026, the shares reported herein are held by J. Goldman Master Fund, L.P. (“JGMF”) and J. Goldman Enhanced Master Fund, L.P. (“JGEMF”). J. Goldman & Co., L.P. is an investment manager. J. Goldman Capital Management, Inc. is J. Goldman & Co., L.P.’s general partner. Jay G. Goldman serves as chief executive officer of Goldman & Co., L.P. and as director of J. Goldman Capital Management, Inc. 510 Madison Avenue, 26th Floor, New York, NY 10022.
(8)
Pursuant to a Schedule 13G/A filed with the SEC on October 7, 2025, the shares reported herein are owned directly by the accounts managed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is controlled by City of London Investment Group plc (“CLIG”). However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. 183 Sully’s Trail, Pittsford, New York 14534.
(9)
Pursuant to a Schedule 13G filed with the SEC on August 8, 2025, the shares reported herein consist of an aggregate of Class A Ordinary Shares held by certain funds to which Magnetar Financial LLC serves as investment manager. As such, Magnetar Financial exercises voting and investment power over the shares reported herein. Magnetar Capital Partners LP serves as the sole member and parent holding company of Magnetar Financial LLC. Supernova Management LLC is the general partner of Magnetar Capital Partners LP. The manager of Supernova Management LLC is Mr. Snyderman. 15 E. Putnum Avenue, Suite 363, Greenwich, CT, 06830.
(10)
Pursuant to a Schedule 13G filed with the SEC on February 17, 2026, the shares reported herein are held in the form of Units by Tenor Opportunity Master Fund, Ltd. (the “Master Fund”). Tenor Capital Management Company, L.P. (“Tenor Capital”) serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Master Fund, Tenor Capital, and Robin Shah may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. 810 Seventh Avenue, Suite 1905, New York, NY 10019.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Founder Shares
On August 1, 2024, the Prior Sponsor received 7,666,667 of the Company’s Class B Ordinary Shares, or Founder Shares, in exchange for a payment of $25,000. The Class B Ordinary Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial Business Combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to certain adjustments. On April 24, 2025, 166,667 Founder Shares were forfeited as the underwriters did not fully exercise the over-allotment option.
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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. The New Sponsor has agreed not to directly or indirectly, enter into any agreement or arrangement to, or actually sell or transfer any Acquired Securities, with such sale or transfer to occur prior to the closing of the Company’s initial Business Combination, subject to certain exceptions.
Private Placement
Simultaneously with the closing of the IPO, the Company completed the private sale of 7,568,750 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. Of those 7,568,750 Private Placement Warrants, the Prior Sponsor purchased 4,700,000 Private Placement Warrants and Cohen & Company and Clear Street purchased an aggregate of 2,868,750 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in our Initial Public Offering except that, so long as they are held by our New Sponsor, Cohen & Company, Clear Street, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrant), 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, Clear Street, and/or their designees, will not be exercisable more than five years from the commencement of sales in our Initial Public Offering in accordance with FINRA Rule 5110(g)(8). If we do not complete our initial Business Combination within the completion window, the Private Placement Warrants will expire worthless. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
As mentioned above, On September 18, 2025, the Company, the Prior Sponsor and the New Sponsor entered into the Purchase Agreement, pursuant to which, the New Sponsor purchased 4,700,000 Private Placement Warrants from the Prior Sponsor. The New Sponsor has agreed not to directly or indirectly, enter into any agreement or arrangement to, or actually sell or transfer any Acquired Securities, with such sale or transfer to occur prior to the closing of the Company’s initial Business Combination, subject to certain exceptions.
Pursuant to the terms of the Purchase Agreement, (i) the parties to the Prior Insider Letter executed a waiver to certain requirements of the Prior Insider Letter such that the New Sponsor need not execute a joinder or become a party to the Prior Insider Letter, (ii) the New Sponsor, and our current directors and officers entered into the New Insider Letter with the Company, and (iii) the Prior Insider Letter has been terminated upon the closing of the Purchase. Pursuant to the terms of the New Insider Letter, the New Sponsor, and our current directors and officers agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the consummation of the proposed Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; (iv) vote all Founder Shares and any other shares acquired by the New Sponsor or our current directors and officers in favor of the proposed Business Combination, except that the New Sponsor and our current directors and officers shall not vote any Class A Ordinary Shares that they purchase after the Company publicly announces its intention to engage in such proposed Business Combination for or against such proposed Business Combination; (v) not redeem any Class A Ordinary Shares owned by them in connection with shareholder approval of a proposed Business Combination; and (vi) not sell or tender any Ordinary Shares owned by them if the Company seeks to consummate a proposed Business Combination by engaging in a tender offer. Additionally, the New Sponsor agreed that it would not directly or indirectly, enter into any agreement or arrangement to, or actually sell or transfer any of the Acquired Securities, with such sale or transfer to occur prior to the closing of the Company’s initial Business Combination, subject to certain exceptions.
Registration Rights
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants (and the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) which were issued in a private placement simultaneously with the closing of the Initial Public Offering and
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(iii) Working Capital Warrants (and the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Working Capital Warrants) that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of an initial Business Combination pursuant to a Registration Rights Agreement signed on the effective date of the Initial Public Offering.
The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. Notwithstanding anything to the contrary, Cohen & Company and Clear Street may only make a demand on one occasion and only during the five-year period beginning the commencement of sales of the Initial Public Offering. In addition, Cohen & Company and Clear Street may participate in a “piggy-back” registration only during the seven-year period beginning the commencement of sales of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
In connection with the Purchase Agreement, the New Sponsor was joined as a party to the Registration Rights Agreement pursuant to the Joinder to and Amendment of Registration Rights Agreement, dated September 18, 2025, and is entitled to all of the rights and benefits of the Sponsor thereunder, including the demand and piggyback registration rights described above. Notwithstanding the foregoing, the New Sponsor is not subject to the lock-up periods applicable to the Founder Shares and Private Placement Warrants under the Registration Rights Agreement, and accordingly may exercise such registration rights without regard to any such lock-up or transfer restrictions.
Underwriting Agreement
The Company granted the underwriters a 45-day option, from the date the registration statement for our Initial Public Offering was declared effective, to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts. In connection with the Initial Public Offering on April 24, 2025, the underwriters exercised the option and purchased 2,500,000 additional Units. On April 24, 2025, the underwriters advised the Company that it would not further exercise the option for the remaining 500,000 Units.
The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,500,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or up to $9,000,000 in the aggregate. The deferred fee will become payable to the underwriter and shall be decreased by $0.40 for every Ordinary Share for which a Public Shareholder exercises its redemption rights. The deferred underwriting commissions are to be placed in the Trust Account located in the United States solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Administrative Support Agreement
We currently maintain our executive offices at 1012 Springfield Avenue, Mountainside, New Jersey 07092. We consider our current office space adequate for our current operations.
On April 22, 2025, the Company entered into an administrative services agreement with the prior Sponsor, to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Administrative Services Agreement”). As of September 18, 2025, the Company had incurred and paid the Prior Sponsor $50,000 of administrative costs. Pursuant to the Purchase Agreement, the Administrative Services Agreement with the Prior Sponsor was terminated on September 18, 2025, and no further fees accrued thereafter.
Promissory Note
On August 1, 2024, the Prior Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of up to $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering. On March 14, 2025, the Company amended and restated the Promissory Note to extend the maturity date of the Promissory Note from December 31, 2024 to December 31, 2025. The Promissory Note was repaid in full in connection with the Initial Public Offering. As of December 31, 2025, the Promissory Note is not available for further draw down.
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Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant (“Working Capital Warrant”). Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025, there was no amount outstanding under the Working Capital Loans.
Director Independence
Nasdaq rules require that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules. Our board of directors has determined that Alan Garten, Lawrence Glick and Omar Hasan are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of our independent directors.
Policy for Approval of Related Party Transactions
The audit committee of our board of directors have adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the Company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) $120,000 (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company; (ii) any person (including any “group” as that term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934) who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; (iii). any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and (iv). any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) the benefits to the Company, (iv) the availability of other sources for comparable products or services, (v) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the Company and its shareholders and (vi) if the related party is a director or an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive officer, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. The audit committee may also seek bids, quotes or independent valuations from third parties in connection with its assessment of any Related Person Transaction. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any member of the audit committee to participate in any review, consideration, approval or ratification of any related person transaction in which he or she or any of his or her immediate family members is the related party.
We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business
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Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account:
● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;
● Reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate of our Sponsor, in an amount equal to $10,000 per month;
● Payment of consulting, success or finder fees to our Sponsor, officers or directors, or our or their affiliates in connection with the consummation of our initial Business Combination;
● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;
● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and
● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The firm of Withum Smith+Brown, PC, currently acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum Smith+Brown, PC, for services rendered.
Audit Fees . During the year ended December 31, 2025 and for the period from July 26, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $168,500 and $33,800 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K.
Audit-Related Fees . Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. The aggregate fees billed by Withum Smith+Brown, PC, for the review of our registration statements and other regulatory documents filed with SEC for the year ended December 31, 2025 and 2024 totaled $0.
Tax Fees . For the year ended December 31, 2025 and 2024, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.
All Other Fees . For the year ended December 31, 2025 and 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
(a)
The following documents are filed as part of this Form 10-K:
(1)
Financial Statements:
Page
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheets as of December 31, 2025 and December 31, 2024
F-3
Statement of Operations for the y ear ended December 31, 2025, and for the period from July 26, 2024 (inception) through December 31, 2024
F-4
Statement of Changes in Shareholders’ Deficit for the ye ar ended December 31, 2025 and for the period from July 26, 2024 (inception) through December 31, 2024
F-5
Statement of Cash Flows for the year ended December 31, 2025 and for the period from July 26, 2024 (inception) through December 31, 2025
F-6
Notes to Financial Statements
F-7
(2)
Financial Statement Schedules:
None.
(3)
Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
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Exhibit No.
Description
1.1*
Underwriting Agreement, dated April 22, 2025, by and between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K, as filed with the SEC on April 28, 2025).
3.1*
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, as filed with the SEC on April 28, 2025)
4.1*
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-284793), filed with the SEC on March 18, 2025).
4.2*
Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-284793), filed with the SEC on March 18, 2025).
4.3*
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (File No. 333-284793)).
4.4*
Warrant Agreement, dated as of April 22, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, as filed with the SEC on April 28, 2025).
4.5**
Amendment No. 1 to the Warrant Agreement, dated December 31, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1*
Prior Insider Letter Agreement, dated April 22, 2025, by and among the Company, its officers and directors, and TV Partners III, LLC (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed with the SEC on April 28, 2025).
10.2*
Investment Management Trust Agreement, dated as of April 22, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, as filed with the SEC on April 28, 2025).
10.3*
Registration Rights Agreement, dated April 22, 2025, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on April 28, 2025).
10.4*
Administrative Services Agreement, dated April 22, 2025, by and between the Company and TV Partners III, LLC (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K, as filed with the SEC on April 28, 2025).
10.5*
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, as filed with the SEC on January 7, 2026).
10.6*
Securities Subscription Agreement, dated August 1, 2024, by and between the Company and TV Partners III, LLC (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-284793), filed with the SEC on April 4, 2025).
10.7*
Private Placement Warrants Purchase Agreement, dated April 22, 2025, between the Company and TV Partners III, LLC (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on April 28, 2025).
10.8*
Private Placement Warrants Purchase Agreement, dated April 22, 2025, by and among the Company, Cohen & Company Capital Markets and Clear Street LLC (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the SEC on April 28, 2025).
10.9*
Purchase Agreement, dated September 18, 2025, by and among the Company, TV Partners III, LLC, and Yorkville Acquisition Sponsor II, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, as filed with the SEC on September 24, 2025).
10.10*
New Insider Letter Agreement, dated September 18, 2025, by and among Yorkville Acquisition Sponsor II, LLC, the Insiders and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, as filed with the SEC on September 18, 2025).
10.11*
The September 18, 2025 Joinder to and Amendment of the Registration Rights Agreement dated April 22, 2025, by Yorkville Acquisition Sponsor II, LLC, and acknowledged and accepted by the Company and TV Partners III, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, as filed with the SEC on September 18, 2025).
14.1*
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-284793), filed with the SEC on April 2, 2025).
19.1**
Insider Trading Policy
31.1***
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2***
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
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Exhibit No.
Description
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
97.1**
Clawback Policy
99.1*
Audit Committee Charter (incorporated by reference to Exhibit 99.1 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-284793), filed with the SEC on April 2, 2025).
99.2*
Compensation Committee Charter (incorporated by reference to Exhibit 99.2 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-284793), filed with the SEC on April 2, 2025).
101.INS**
Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
101.SCH**
Inline XBRL Taxonomy Extension Schema
101.CAL**
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF**
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB**
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*104**
Inline XBRL Taxonomy Extension Presentation Linkbase
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Previously filed.
**
Filed herewith.
***
Furnished herewith.
Item 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the Cayman Islands, on the 15th day of April, 2026.
TEXAS VENTURES ACQUISITION III CORP
By:
/s/ Kevin McGurn
Name:
Kevin McGurn
Title:
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended, this Annual Report has been signed below by the following persons in the capacities and on the dates indicated.
Signature
Position
Date
/s/ Kevin McGurn
Principal Executive Officer
April 15, 2026
Kevin McGurn
(Principal Executive Officer)
/s/ Troy Rillo
Principal Financial Officer
April 15, 2026
Troy Rillo
(Principal Financial Officer and Principal Accounting Officer)
/s/ Mark Angelo
Chairman of the Board of Directors
April 15, 2026
Mark Angelo
/s/ Lawrence Glick
Director
April 15, 2026
Lawrence Glick
/s/ Omar Hasan
Director
April 15, 2026
Omar Hasan
/s/ Alan Garten
Director
April 15, 2026
Alan Garten
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TEXAS VENTURES ACQUISITION III CORP
INDEX TO THE FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID: 100)
F-2
Financial Statements:
Balance Sheets as of December 31, 2025 and 2024
F-3
Statements of Operations for the y ear ended December 31, 2025 and for the period from July 26, 2024 (inception) through December 31, 2024
F-4
Statements of Changes in Shareholders’ Deficit for the y ear ended December 31, 2025 and for the period from July 26, 2024 (inception) through December 31, 2024
F-5
Statements of Cash Flows for the y ear ended December 31, 2025 and for the period from July 26, 2024 (inception) through December 31, 2024
F-6
Notes to Financial Statements
F-7
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Texas Ventures Acquisition III Corp:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Texas Ventures Acquisition III Corp (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from July 26, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from July 26, 2024 (inception) through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and the Company is unable to complete a business combination by October 25, 2026, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2024.
New York, New York
April 15, 2026
PCAOB ID Number 100
F-2
Table of Contents
TEXAS VENTURES ACQUISITION III CORP
BALANCE SHEETS
December 31,
December 31,
2025
2024
ASSETS
Current Assets:
Cash
$
856,131
$
2,232
Prepaid expenses
102,500
4,566
Total Current Assets
958,631
6,798
Prepaid expenses, non-current
33,334
—
Investments held in Trust Account
232,460,533
—
Deferred offering costs
—
248,425
Total Assets
$
233,452,498
$
255,223
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses
$
231,427
$
—
Accrued offering costs
—
122,760
Due to related party
2,425
—
Promissory note – related party
—
152,200
Total Current Liabilities
233,852
274,960
Deferred underwriting commissions
9,000,000
—
Total Liabilities
9,233,852
274,960
Commitments and contingencies (Note 6)
Class A ordinary shares subject to possible redemption; 22,500,000 and 0 shares (at redemption value of $ 10.33 and $ 0 ) at December 31, 2025 and December 31, 2024, respectively
232,460,533
—
Shareholders’ Deficit:
Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at December 31, 2025 and December 31, 2024
—
—
Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, none issued or outstanding at December 31, 2025 and December 31, 2024
—
—
Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 7,500,000 and 7,666,667 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
750
767
Additional paid-in capital
1,621,805
24,233
Accumulated deficit
( 9,864,442 )
( 44,737 )
Total Shareholders’ Deficit
( 8,241,887 )
( 19,737 )
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
$
233,452,498
$
255,223
See accompanying notes to the financial statements.
F-3
Table of Contents
TEXAS VENTURES ACQUISITION III CORP
STATEMENTS OF OPERATIONS
For the
Period from July 26,
For the
2024
Year Ended
(inception) through
December 31,
December 31,
2025
2024
EXPENSES
General and administrative expenses
$
718,934
$
44,737
TOTAL EXPENSES
718,934
44,737
OTHER INCOME
Interest income earned on investments held in Trust Account
6,335,533
—
Interest income earned on cash held in operating account
24,082
—
Forgiveness of debt
28,614
—
Realized gain on NMSI warrants
257,126
—
TOTAL OTHER INCOME
6,645,355
—
Net income (loss)
$
5,926,421
$
( 44,737 )
Basic weighted average shares outstanding, Class A ordinary shares subject to possible redemption
15,472,603
—
Basic net income per share, Class A ordinary shares subject to possible redemption
$
0.26
$
—
Diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
15,472,603
—
Diluted net income per share, Class A ordinary shares subject to possible redemption
$
0.26
$
—
Basic weighted average shares outstanding, Class B ordinary shares (1)
7,239,726
6,666,667
Basic net income (loss) per share, Class B ordinary shares
$
0.26
$
( 0.01 )
Diluted weighted average shares outstanding, Class B ordinary shares (1)
7,292,238
6,666,667
Diluted net income (loss) per share, Class B ordinary shares
$
0.26
$
( 0.01 )
(1)
For the period from July 26, 2024 (inception) through December 31, 2024, 1,000,000 shares of Class B ordinary shares were excluded as they were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (Note 7).
See accompanying notes to the financial statements.
F-4
Table of Contents
TEXAS VENTURES ACQUISITION III CORP
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM JULY 26, 2024
(INCEPTION) THROUGH DECEMBER 31, 2024
Class B
Additional
Ordinary Shares
Paid-In
Accumulated
Shareholders’
Shares
Amount
Capital
Deficit
Deficit
Balance, January 1, 2025
7,666,667
$
767
$
24,233
$
( 44,737 )
$
( 19,737 )
Forfeiture of Class B ordinary shares
( 166,667 )
( 17 )
17
—
—
Sale of Private Placement Warrants
—
—
3,468,500
—
3,468,500
Fair value of Public Warrants at issuance
—
—
3,037,500
—
3,037,500
Accretion for Class A Ordinary Shares to redemption amount
—
—
( 6,333,417 )
( 13,365,574 )
( 19,698,991 )
Allocated value of transaction costs to Warrants
—
—
( 196,833 )
—
( 196,833 )
NMSI Private Placement Warrant reclassification from Warrant Agreement Amendment
—
—
3,842,874
—
3,842,874
Remeasurement of ordinary shares to redemption value
—
—
( 2,221,069 )
( 2,380,552 )
( 4,601,621 )
Net income
—
—
—
5,926,421
5,926,421
Balance, December 31, 2025
7,500,000
$
750
$
1,621,805
$
( 9,864,442 )
$
( 8,241,887 )
Class B
Additional
Ordinary Shares
Paid-In
Accumulated
Shareholders’
Shares
Amount
Capital
Deficit
Deficit
Balance, July 26, 2024 (inception)
—
$
—
$
—
$
—
$
—
Issuance of Class B ordinary shares to Sponsor
7,666,667
767
24,233
—
25,000
Net loss
—
—
—
( 44,737 )
( 44,737 )
Balance, December 31, 2024
7,666,667
$
767
$
24,233
$
( 44,737 )
$
( 19,737 )
See accompanying notes to the financial statements.
F-5
Table of Contents
TEXAS VENTURES ACQUISITION III CORP
STATEMENTS OF CASH FLOWS
For the Period
For the
from July 26, 2024
Year Ended
(inception) through
December 31,
December 31,
2025
2024
Cash Flows from Operating Activities:
Net income (loss)
$
5,926,421
$
( 44,737 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income earned on investments held in Trust Account
( 6,335,533 )
—
Realized gain on NMSI warrants
( 257,126 )
—
Changes in operating assets and liabilities:
Prepaid expenses
( 131,268 )
( 4,566 )
Deferred offering costs
248,425
( 125,665 )
Accrued expenses
231,427
—
Accrued offering costs
( 122,760 )
—
Due to related party
2,425
—
Net Cash Used in Operating Activities
( 437,989 )
( 174,968 )
Cash Flows from Investing Activities:
Cash deposited into Trust Account
( 226,125,000 )
—
Net Cash Used in Investing Activities
( 226,125,000 )
—
Cash Flows from Financing Activities:
Proceeds from the sale of Units
226,125,000
—
Proceeds from promissory note – related party
397,800
152,200
Payment of promissory note – related party
( 550,000 )
—
Proceeds from sale of private placement warrants
6,968,750
—
Proceeds from issuance of Class B ordinary shares
—
25,000
Payment of underwriting fee
( 4,500,000 )
—
Payment of offering costs
( 1,024,662 )
—
Net Cash Provided by Financing Activities
227,416,888
177,200
Net change in cash
853,899
2,232
Cash at beginning of period
2,232
—
Cash at end of period
$
856,131
$
2,232
Supplemental disclosure of non-cash financing activities:
Deferred underwriters’ discount payable
$
9,000,000
$
—
Deferred offering costs included in accrued offering costs
$
—
$
122,760
See accompanying notes to the financial statements.
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TEXAS VENTURES ACQUISITION III CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
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. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
On April 24, 2025, the Company consummated its Initial Public Offering (“Initial Public Offering” or “IPO”) of 22,500,000 units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively), including 2,500,000 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option. The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 225,000,000 . Each unit has an offering price of $ 10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share.
Simultaneously with the closing of the IPO, the Company completed the private sale of 3,468,750 warrants (the “Private Placement Warrants”), and 4,100,000 NMSI 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 . The Private Placement Warrants are identical to the Warrants sold in the Initial Public Offering, except as otherwise noted in Note 8.
On September 18, 2025, the Company, the Prior Sponsor and Yorkville Acquisition Sponsor II, LLC (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. The other conditions to the closing of the Purchase were satisfied.
Upon the closing of the Purchase, the New Sponsor became the sponsor of the Company, the new directors and officers designated by the New Sponsor assumed their positions, and, in accordance with the terms of the Joinder to become a party to the Registration Rights Agreement, the New Sponsor became a party to the Registration Rights Agreement.
Seven institutional investors (“non-managing sponsor investors”) previously 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
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($ 4,100,000 in the aggregate). In connection with the such indirect purchase through the Prior Sponsor, the Prior 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 (as defined in Note 5) then held by the Prior Sponsor. Historically, the NMSI Private Placement Warrants were held by the Prior Sponsor and designated to be transferred to the non-managing sponsor investors only upon the consummation of an initial Business Combination. Following the closing of the transactions provided for by the Purchase Agreement on September 18, 2025, the non-managing sponsor investors have no further rights, claims or interests in or to any Sponsor‑held securities (including any NMSI Private Placement Warrants or NMSI Shares), and there are no NMSI‑specific consent, exchange or other special rights in effect.
Transaction costs for the Initial Public Offering amounted to $ 14,006,902 , consisting of $ 4,500,000 of cash underwriting fees, $ 9,000,000 of deferred underwriting fees, and $ 506,902 of other offering costs.
On April 24, 2025, the underwriters partially exercised the over-allotment option of 2,500,000 Units and informed the Company that they would not further exercise the option for the remaining 500,000 Units. As a result, the Prior Sponsor forfeited an aggregate 166,667 Founder Shares of the Company, par value $ 0.0001 per share. Such forfeited shares were cancelled by the Company upon consummation of the Initial Public Offering.
Upon the closing of the Initial Public Offering and the Private Placement, $ 226,125,000 ($ 10.05 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described in the IPO Registration Statement. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of public shareholders.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.05 per Public Share, plus any pro rata interest then in the Trust Account). There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Warrants. The Public Shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law and its Amended and Restated Articles approving a Business Combination, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the applicable general meeting of the Company, or such other vote as required by law or stock exchange rule. If the Company’s Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of its Business Combination will also require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Articles, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange
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Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Prior Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.
If the Company has not completed a Business Combination within 18 months from the closing of the Initial Public Offering or during any extended time to consummate a Business Combination beyond 18 months (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($ 10.05 ).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its
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indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $ 10.05 per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern Considerations
At December 31, 2025, the Company had cash of $ 856,131 and working capital of $ 724,779 .
Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). Management expects the Company to incur significant expenses as a result of identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. As a result, management has determined that the current liquidity condition of the Company, coupled with the fact that the Company is within one year of mandatory liquidation, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. As such, the accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result should the Company be required to liquidate.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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Use of Estimates
The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2025 and December 31, 2024.
Offering Costs Associated with the Initial Public Offering
The offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ deficit upon the completion of the Initial Public Offering.
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate the Initial Public Offering proceeds from the Units between ordinary shares and warrants, using the residual method by allocating the Initial Public Offering proceeds first to assigned value of the warrants and then to the ordinary shares. Offering costs allocated to the Public Shares are charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants are charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation are accounted for under equity treatment. Offering costs allocated the NMSI Private Placement Warrants were charged to the statements of operations as the NMSI Warrants after management’s evaluation were accounted for as liabilities prior to the amendment to the December 31, 2025 amendment to the Warrant Agreement.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Investments Held in Trust Account
As of December 31, 2025, the Company had $ 232,460,533 invested in mutual funds held in the Trust Account. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section
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2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act.
Net Income (Loss) per Ordinary Share
Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Basic weighted average shares were reduced for the 1,000,000 shares subject to forfeiture and were subsequently adjusted following the partial exercise by the underwriters (see Note 5). The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement. Diluted earnings per share differs from basic earnings per share. For diluted earnings per share, the Class B non-redeemable ordinary shares subject to forfeiture are included in the calculation of total diluted shares at the beginning of the interim period in which the contingency was resolved. For basic earnings per share, the forfeited Class B non-redeemable ordinary shares are considered forfeited on the date of forfeiture.
The following tables reflect the calculation of basic net income (loss) per ordinary share:
For the
Year Ended
December 31,
2025
Class A ordinary shares subject to possible redemption
Numerator: Allocation of net income, basic
$
4,037,330
Denominator: Basic weighted average shares outstanding
15,472,603
Basic net income per Class A Ordinary share subject to possible redemption
$
0.26
Class B ordinary shares
Numerator: Allocation of net income, basic
$
1,889,091
Denominator: Basic weighted average shares outstanding
7,239,726
Basic net income per Class B Ordinary Share
$
0.26
For the Period from
July 26, 2024 (Inception) through
December 31,
2024
Class A ordinary shares subject to possible redemption
Numerator: Allocation of net loss, basic
$
—
Denominator: Basic weighted average shares outstanding
—
Basic net loss per Class A Ordinary share subject to possible redemption
$
—
Class B ordinary shares
Numerator: Allocation of net loss, basic
$
( 44,737 )
Denominator: Basic weighted average shares outstanding
6,666,667
Basic net loss per Class B Ordinary Share
$
( 0.01 )
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The following tables reflect the calculation of diluted net income (loss) per ordinary share:
For the
Year Ended
December 31,
2025
Class A ordinary shares subject to possible redemption
Numerator: Allocation of net income, diluted
$
4,028,017
Denominator: Diluted weighted average shares outstanding
15,472,603
Diluted net income per Class A Ordinary share subject to possible redemption
$
0.26
Class B ordinary shares
Numerator: Allocation of net income, diluted
$
1,898,404
Denominator: Diluted weighted average shares outstanding
7,292,238
Diluted net income per Class B Ordinary Share
$
0.26
For the Period from
July 26, 2024 (Inception) through
December 31,
2024
Class A ordinary shares subject to possible redemption
Numerator: Allocation of net loss, diluted
$
—
Denominator: Diluted weighted average shares outstanding
—
Diluted net loss per Class A Ordinary share subject to possible redemption
$
—
Class B ordinary shares
Numerator: Allocation of net loss, diluted
$
( 44,737 )
Denominator: Diluted weighted average shares outstanding
6,666,667
Diluted net loss per Class B Ordinary Share
$
( 0.01 )
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. US 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:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Instruments
The Company accounts 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 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 be remeasured each period with changes recorded in the statements of operations. On December 31, 2025, the Company issued an amendment to the warrant agreement that removed the settlement provision that precluded the NMSI Private Placement Warrants from equity treatment. As a result of this amendment, the Company determined that the NMSI Private Placement Warrants meet the criteria for equity treatment and as such were reclassified to additional paid-in capital.
Class A Ordinary Shares Subject to Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.
Gross proceeds
$
225,000,000
Less: Proceeds allocated to public warrants
( 3,037,500 )
Less: Class A ordinary share issuance costs
( 13,802,579 )
Add: Accretion of carrying value to redemption value
19,698,991
Add: Remeasurement of carrying value to redemption value
4,601,621
Class A ordinary shares subject to possible redemption, December 31, 2025
$
232,460,533
Recent Accounting Standards
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which requires disclosures of certain disaggregated income statement expense captions into specified categories within the footnotes to the financial statements. The requirements of the ASU are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact ASU 2024-03 will have on its financial statements.
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Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on April 24, 2025, the Company sold 22,500,000 Public Units at a purchase price of $ 10.00 per Public Unit. Each Public Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the consummation of the Initial Public Offering on April 24, 2025 and the sale of the Units, the Company consummated the Private Placement of Private Placement Warrants. The Prior Sponsor, Cohen & Company and Clear Street purchased an aggregate of 7,568,750 warrants, 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 . Cohen & Company and Clear Street purchased an aggregate of 2,868,750 Private Placement Warrants and the Prior Sponsor purchased 4,700,000 Private Placement Warrants (including the 4,100,000 NMSI Private Placement Warrants). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $ 11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was placed in the Trust Account with the net proceeds from the Initial Public Offering. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions (see Note 8).
NOTE 5 — RELATED PARTIES
Founder Shares
On August 1, 2024, the Prior Sponsor received 7,666,667 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $ 25,000 .
On April 24, 2025, 166,667 Founder Shares were forfeited as the underwriters did not fully exercise the over-allotment option.
On September 18, 2025, pursuant to the Purchase Agreement, the Prior Sponsor sold 7,500,000 Founder Shares and 4,700,000 Private Placement Warrants to the New Sponsor for an aggregate purchase price of $ 7,400,000 , and, upon closing, the New Sponsor became the Company’s sponsor.
The New Sponsor has agreed not to transfer or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the closing of the Company’s initial Business Combination; except to affiliates, members or partners of the Sponsor or their affiliates, or any employees of such affiliates, provided that in each case the transferee agrees in writing to be bound by the terms of the Insider Letter. In connection with the Purchase, the parties also entered into a joinder to and amendment of the Registration Rights Agreement that removed lock‑up obligations under that agreement for the New Sponsor.
General and Administrative Services
Commencing on the effective date of the Initial Public Offering on April 24, 2025 and through the earlier of the Company’s consummation of a Business Combination or its liquidation, the Company has agreed to pay the Sponsor or an affiliate thereof a monthly fee of $ 10,000 for office space, utilities and secretarial and administrative support. For the year ended December 31, 2025, the Company had incurred and paid the Prior Sponsor $ 50,000 of administrative costs. Pursuant to the Purchase Agreement executed on September 18, 2025, the Administrative Services Agreement with the Prior Sponsor was terminated and no further fees were accrued thereafter.
CEO Advisory Agreement
Effective October 2025, the Company agreed to pay a monthly advisory fee of $ 15,000 to the chief executive officer, Kevin McGurn, to provide advisory services to the Company in connection with identifying, investigating, negotiating and completing the
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Company’s initial Business Combination and related matters. The advisory fee continues on a monthly basis until the earliest to occur of (i) the closing and completion of the Company’s initial Business Combination or (ii) the liquidation of the Company. Other than the foregoing, none of the Company’s officers or directors have received any compensation for services rendered to the Company. As of December 31, 2025, the Company has incurred $ 45,000 in advisory fees.
Promissory Notes — Related Party
On August 1, 2024, the Prior Sponsor issued an unsecured promissory note (the “Promissory Note”) to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of up to $ 300,000 . The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering. On March 14, 2025, the Company amended and restated the Promissory Note to extend the maturity date of the Promissory Note from December 31, 2024 to December 31, 2025. As of December 31, 2025 and December 31, 2024, there were $ 0 and $ 152,200 outstanding under the Promissory Note, respectively. As of December 31, 2025, the Promissory Note is not available for further draw down.
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $ 1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025 and December 31, 2024, there was no amount outstanding under the Working Capital Loans.
Due to Related Party
On December 31, 2025, the Sponsor paid for certain expenses on behalf of the Company totaling $ 2,425 . This due to related party is not a drawdown on the above Working Capital Loans, it is non-interest bearing, and is due on demand.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lockup restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Risks and Uncertainties
The Company’s results of operations and its ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s results of operations and its ability to consummate an initial Business Combination could be impacted by, among other things, various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) that may contribute to increased market volatility
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and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and the rising conflicts in the Middle East, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Underwriting Agreement
The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts. In connection with the Initial Public Offering on April 24, 2025, the underwriters exercised the option and purchased 2,500,000 additional Units. On April 24, 2025, the underwriters advised the Company that they would not further exercise the option for the remaining 500,000 Units.
The underwriters were paid a cash underwriting discount of $ 0.20 per share, or $ 4,500,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $ 0.40 per share, or up to $ 9,000,000 in the aggregate. The deferred fee will become payable to the underwriters based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares, for deferred underwriting commissions to be placed in the Trust Account located in the United States solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025 and December 31, 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 22,500,000 Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025 and December 31, 2024, there were 7,500,000 and 7,666,667 Class B ordinary shares issued and outstanding, respectively. On April 24, 2025, 166,667 of the 1,000,000 Founder Shares subject to forfeiture were forfeited as the underwriters did not fully exercise the over-allotment option. Only holders of the Class B ordinary shares have the right to vote on the appointment of directors prior to the Business Combination.
Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as otherwise required by law. In connection with the initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.
The Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination.
NOTE 8 — WARRANTS
In connection with the Initial Public Offering as of April 24, 2025, and as of December 31, 2025, there were 18,818,750 warrants outstanding, including 11,250,000 Public Warrants, 7,568,750 Private Placement Warrants (inclusive of the 4,100,000 NMSI Private Placement Warrants owned by the Prior Sponsor that were allocated to the non-managing sponsor investors as a result of the non-managing sponsor investor’s membership interests in the Prior Sponsor).
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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 (including the 4,100,000 NMSI Private Placement Warrants) for an aggregate purchase price of $ 7,400,000 and (ii) upon closing, became the sponsor of the Company. After the closing of the Purchase Agreement, the non-managing sponsor investors ceased to have any rights, claims, or interests in or to any Sponsor held securities.
On December 31, 2025, the Company issued an amendment to the warrant agreement that removed the settlement provision that precluded the NMSI Private Placement Warrants from equity treatment. As a result of this amendment, the Company determined that the NMSI Private Placement Warrants meet the criteria for equity treatment and as such were reclassified to additional paid-in capital.
Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants. When the price per Class A ordinary share equals or exceeds $ 18.00 , the warrants become exercisable and the Company may redeem the outstanding Public Warrants:
● in whole and not in part;
● at a price of $ 0.01 per Public Warrant;
● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and
● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share dividends, reorganization, recapitalizations and the like).
● for any 10 trading days within a 20 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to the Sponsor or its
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affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 day trading period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00 per-share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
NOTE 9 — FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s assets that are measured at fair value at December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Company did not have any fair value measurements as of December 31, 2024.
December 31,
Description
Level
2025
Assets:
Investments held in Trust Account
1
$
232,460,533
The NMSI Warrants were accounted for as a liability in accordance with ASC 815-40 and were presented within liabilities in the balance sheets. The Warrant liabilities were measured at fair value. On December 31, 2025, the Company issued an amendment to the warrant agreement that removed the settlement provision that precluded the NMSI Private Placement Warrants from equity treatment. As a result of this amendment, the Company determined that the NMSI Private Placement Warrants meet the criteria for equity treatment and as such were fair valued as of the date of the amendment and subsequently reclassified from warrant liabilities to additional paid-in capital. The Company fully realized the gain on the change in fair value of the warrant liability as of December 31, 2025.
The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2025:
Fair Value
Measurement
Using Level 3
Inputs Total
Balance, December 31, 2024
$
—
Initial fair value
2,480,500
Change in fair value of derivative warrant liabilities
1,362,374
Reclassification to additional paid-in capital
( 3,842,874 )
Balance, December 31, 2025
$
—
The Company used a Monte Carlo simulation model to value the Public Warrants and NMSI Warrants at April 24, 2025. As a result of the model, the Company marked the 11,250,000 Public Warrants and 4,100,000 NMSI Warrants to fair values of $ 0.27 and $ 0.61 per warrant, respectively, at April 24, 2025.
April 24,
2025
Public Warrants
$
3,036,621
NMSI Warrants
2,480,500
The Company used the following assumptions to value the Public Warrants and NMSI Warrants at April 24, 2025.
Volatility
6.6
%
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Risk-Free Rate
3.8
%
Dividends
$
0.00
Market Adjustment
16.7
%
Stock Price
$
9.87
Weighted Term (years)
2.83
The Company used a Monte Carlo simulation model with the following assumptions to value the NMSI Warrants at December 31, 2025.
Volatility
21.20
%
Risk Free Rate
3.48
%
Dividends
$
0.00
Market Adjustment
14.50
%
Stock Price
$
10.65
Weighted Term (years)
1.34
NOTE 10 — SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
December 31,
December 31,
2025
2024
Cash
$
856,131
$
2,232
Investments held in Trust Account
$
232,460,533
$
—
For the
Year Ended
December 31,
2025
General and administrative expenses
$
718,934
Interest income earned on investments held in Trust Account
$
6,335,533
For the
Period from July
26, 2024 (Inception) through
December 31, 2024
General and administrative expenses
$
44,737
Interest income earned on investments held in Trust Account
$
—
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General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also evaluates general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income (loss) are reported on the statements of operations and described within their respective disclosures.
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.