Business Description

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.…