SCHEDULE: Yorkville Sponsor II Acquires Texas Ventures III Control

Yorkville Acquisition Sponsor II, LLC has acquired a 25% stake in Texas Ventures Acquisition III Corp, becoming its new sponsor and installing a new management team.

Summary

• Yorkville Acquisition Sponsor II, LLC (the "New Sponsor") acquired 7,500,000 Class B Ordinary Shares and 4,700,000 Private Warrants from TV Partners III, LLC (the "Prior Sponsor") for an aggregate purchase price of $7,400,000.
• The New Sponsor now beneficially owns 7,500,000 Ordinary Shares, representing 25% of the Issuer's 30,000,000 outstanding Ordinary Shares.
• The Private Warrants, totaling 4,700,000, are not currently exercisable and entitle the holder to purchase one Class A ordinary share 30 days after the completion of an initial business combination, expiring five years thereafter.
• The acquisition resulted in a complete change of the Issuer's Board of Directors and management team, with new appointments effective September 18, 2025.
• The Issuer intends to change its name to "Yorkville Acquisition II" in connection with soliciting approval of its initial business combination.
• Reporting Persons have agreed to vote their shares in favor of any proposed business combination and not to redeem any Class A Ordinary Shares in connection with such a transaction.

Sentiment

Score: 7

Explanation: The filing indicates a clear strategic shift with a new sponsor and management team taking control of the SPAC. This change, coupled with explicit commitments to pursue a business combination and protect the trust account, suggests a renewed focus and potential for future activity. The involvement of experienced investment managers like Yorkville Advisors Global, LP, is generally viewed positively for a SPAC seeking a target. However, the inherent risks of a blank check company and the non-exercisability of warrants currently temper the sentiment.

Positives

• The entry of a new sponsor, Yorkville Acquisition Sponsor II, LLC, brings a fresh perspective and potentially new strategic direction for Texas Ventures Acquisition III Corp.
• The new sponsor group, including Mark Angelo, has committed to actively seeking and proposing business combination candidates.
• The new management team and board, including experienced individuals like Mark Angelo, may enhance the company's ability to identify and execute a successful business combination.
• The New Sponsor's agreement to indemnify the Issuer against certain third-party claims helps protect the trust account for public shareholders.

Negatives

• The 4,700,000 Private Warrants acquired by the New Sponsor are not presently exercisable, meaning their value is contingent on the successful completion of an initial business combination.
• The Class B Ordinary Shares held by the New Sponsor are subject to transfer restrictions prior to the closing of an initial business combination, limiting liquidity.

Risks

• The Issuer is a blank check company, meaning its success is entirely dependent on identifying and completing a suitable business combination within the required timeframe.
• If the Issuer fails to consummate a business combination within the required timeframe, the New Sponsor and Insiders will not be entitled to liquidating distributions from the trust account with respect to their Class B Ordinary Shares.
• The New Sponsor and Insiders have agreed to vote their shares in favor of any proposed business combination and not to redeem shares, which could potentially align their interests differently from public shareholders in certain scenarios.
• The indemnification provided by the New Sponsor is subject to certain exceptions, which could expose the Issuer to claims that reduce the trust account below the required per-share amount.

Future Outlook

The Issuer intends to operate under the name "Yorkville Acquisition II" and will change its name to exclude "Texas Ventures Acquisition III" when soliciting approval for its initial business combination. The new sponsor group plans to actively review its investment, potentially make further acquisitions or dispositions, and introduce the Issuer to potential business combination candidates.

Management Comments

• Mark Angelo, President and Managing Member of Yorkville LLC and a Director of the Issuer, makes all investment decisions for YA II PN and will be involved in negotiations for any prospective business combination and identifying board candidates.

Industry Context

This filing reflects a significant change in sponsorship for a Special Purpose Acquisition Company (SPAC). Such changes can occur when the original sponsor faces challenges in identifying a suitable target or when a new sponsor sees an opportunity to leverage the existing SPAC structure. The new sponsor, Yorkville Acquisition Sponsor II, LLC, and its affiliates, are investment management entities, suggesting a strategic approach to identifying and executing a de-SPAC transaction. This move positions Texas Ventures Acquisition III Corp under new leadership with a clear mandate to pursue a business combination.

Comparison to Industry Standards

• The acquisition of a sponsor's stake in a SPAC, including founder shares and private warrants, is a standard mechanism for a change of control in the SPAC lifecycle, particularly if the initial sponsor's timeline or strategy shifts.
• The 25% beneficial ownership by the new sponsor group, primarily through Class B shares convertible to Class A, is a typical founder share allocation in SPACs, providing significant voting power and alignment with the search for a business combination.
• The inclusion of an Insider Letter, detailing agreements on voting, redemption, and liquidation, is a common practice in SPACs to ensure sponsor commitment and protect public shareholder interests regarding the trust account.
• The immediate resignation of the prior board and officers and the appointment of a new team is a direct consequence of the sponsor change, aligning the company's leadership with the new sponsor's vision, consistent with industry norms for such transitions.

Management Changes

Corporate Governance

Related Party Transactions

• The Purchase Agreement between Texas Ventures Acquisition III Corp, TV Partners III, LLC (Prior Sponsor), and Yorkville Acquisition Sponsor II, LLC (New Sponsor) for the acquisition of shares and warrants.
• The Insider Letter between the New Sponsor, the Issuer, and the newly designated officers and directors (Insiders) outlining various agreements and indemnifications.
• The Joinder to and Amendment of the Registration Rights Agreement between the New Sponsor, the Issuer, and the Prior Sponsor.

Stakeholder Impact

• **Shareholders:** The change in sponsorship and management could lead to a more focused and potentially accelerated search for a business combination. The agreements in the Insider Letter aim to protect public shareholders' interests regarding the trust account in case of liquidation.
• **Employees:** The filing indicates a complete change in officers, which means the previous management team has departed, and a new team is in place. This could lead to changes in company culture or operational priorities.
• **Creditors:** The New Sponsor's agreement to indemnify the Issuer against certain third-party claims helps ensure the trust account remains intact, which is beneficial for creditors whose claims might otherwise reduce funds available for public shareholders.

Next Steps

• The Issuer intends to change its name to "Yorkville Acquisition II" prior to soliciting approval for its initial business combination.
• The new sponsor group will review its investment and may make further acquisitions or dispositions of Ordinary Shares.
• The Reporting Persons may introduce the Issuer to potential candidates for a business combination or propose one or more business combinations.
• Mark Angelo, as a Director, will be involved in negotiations for any prospective business combination and identifying candidates for the Board.

Key Dates

Recommendation

The filing details a significant change in sponsorship and management for Texas Ventures Acquisition III Corp, with Yorkville Acquisition Sponsor II, LLC taking control. This event, while strategic, does not immediately alter the fundamental 'blank check' nature of the company. The new sponsor group's commitment to finding a business combination and the protection of the trust account are positive, but the success of the investment still hinges entirely on the quality and execution of a future de-SPAC transaction. Given the speculative nature of SPACs prior to a definitive business combination, and the fact that this is a change of control rather than an operational update, a 'hold' recommendation is appropriate. Investors should await further details on potential business combination targets and the new management's strategy before making more aggressive investment decisions.

Keywords

SPAC, Texas Ventures Acquisition III Corp, Yorkville Acquisition Sponsor II, Schedule 13D, Class B Ordinary Shares, Private Warrants, Sponsor Change, Business Combination, Corporate Governance, Investment Management