Texas Ventures Acquisition III Corp S-1/A, filed Apr 4, 2025
Texas Ventures Acquisition III Corp (TVA)
As filed with the Securities and Exchange Commission on April 4, 2025.
Registration No. 333-284793
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
Texas Ventures Acquisition III Corp
(Exact name of registrant as specified in its charter)
________________________
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Cayman Islands |
6770 |
98-1802457 |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
E. Scott Crist
c/o Texas Ventures Mgmt, LLC
5090 Richmond Ave, Suite 319
Houston, Texas 77056
713-599-1300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
________________________
5090 Richmond Ave, Suite 319
Houston, Texas 77056
713-599-1300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
________________________
Copies to:
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Richard Anslow, Esq. |
Mitchell S. Nussbaum, Esq. 212-407-4000 |
________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Texas Ventures Acquisition III Corp is filing this Amendment No. 3 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-284793) (the “Registration Statement”) as an exhibit-only filing to file revised Exhibits 5.2 (including 23.3) and 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.
Part II
Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules.
Exhibit Index
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Exhibit No. |
Description |
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1.1* |
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3.1.1* |
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3.1.2* |
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3.2* |
Form of Amended and Restated Memorandum and Articles of Association. |
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4.1* |
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4.2* |
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4.3* |
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4.4* |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
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5.1* |
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5.2** |
Opinion of Ogier (Cayman) LLP, Cayman Islands counsel to the Registrant. |
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10.1* |
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10.2* |
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10.3* |
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10.4* |
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10.5* |
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10.6* |
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10.7* |
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10.8* |
Amended and Restated Promissory Note issued to TV Partners III, LLC. |
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10.9* |
Securities Subscription Agreement between TV Partners III, LLC and the Registrant. |
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10.10* |
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14.1* |
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23.1** |
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23.2* |
Consent of Ellenoff Grossman & Schole LLP (included on Exhibit 5.1). |
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23.3** |
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24.1* |
Power of Attorney (included on the signature page of the initial filing). |
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99.1* |
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99.2* |
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99.3* |
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99.4* |
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99.5* |
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99.6* |
Consent of Aruna Viswanathan to be named as director nominee. |
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107* |
____________
* Previously filed.
** Filed herewith.
II-1
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 4th day of April 2025.
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Texas Ventures Acquisition III Corp |
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By: |
/s/ E. Scott Crist |
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Name: |
E. Scott Crist |
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Title: |
Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of E. Scott Crist and R. Greg Smith his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name |
Position |
Date |
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/s/ E. Scott Crist |
Chief Executive Officer and Director |
April 4, 2025 |
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E. Scott Crist |
(principal executive officer) |
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/s/ R. Greg Smith |
Chief Financial Officer |
April 4, 2025 |
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R. Greg Smith |
(principal financial and accounting officer) |
II-2
Authorized representative IN THE UNITED STATES
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Texas Ventures Acquisition III Corp, in New York, New York, on the 4th day of April 2025.
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By: |
/s/ E. Scott Crist |
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Name: |
E. Scott Crist |
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Title: |
Chief Executive Officer |
II-3
Exhibit 5.2
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Texas Ventures Acquisition III Corp 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands |
D +1 345 815 1877 E bradley.kruger@ogier.com
Reference: 509734.00001
4 April 2025 |
Texas Ventures Acquisition III Corp (the Company)
We have been requested to provide you with an opinion on matters of Cayman Islands law in connection with the Company’s registration statement on Form S-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Registration Statement) related to the offering and sale of:
| (a) | up to 20,000,000 units (together, the Units), each Unit consisting of one class A ordinary share of the Company with a par value of US$0.0001 each (the Class A Ordinary Shares) and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share (the Warrants); |
| (b) | up to 3,000,000 Units (the Over-Allotment Units) which several underwriters, for whom Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as representative, will have a right to purchase from the Company to cover over-allotments, if any; |
| (c) | all Class A Ordinary Shares and all Warrants issued as part of the Units and the Over-Allotment Units; and |
| (d) | all Class A Ordinary Shares that may be issued upon exercise of the Warrants included in the Units and the Over-Allotment Units. |
This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.
| Ogier (Cayman) LLP | ||
| 89 Nexus Way | ||
| Camana Bay | ||
| Grand Cayman, KY1-9009 | ||
| Cayman Islands | ||
| T +1 345 949 9876 | ||
| F +1 305 513 5888 | ||
| ogier.com | A list of Partners may be inspected on our website |
Texas Ventures Acquisition III Corp
4 April 2025
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined copies of the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar). |
Corporate power
| (b) | The Company has all requisite power under its memorandum and articles of association to issue the Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of the Class A Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents), to execute and deliver the Documents and to perform its obligations, and exercise its rights, under such documents. |
Corporate authorisation
| (c) | The Company has taken all requisite corporate action to authorise: |
| (i) | the issuance of the Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of the Class A Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents); and |
| (ii) | the execution and delivery of the Documents and the performance of its obligations, and the exercise of its rights, under such documents. |
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4 April 2025
Shares
| (d) | The Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of the Class A Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents), when issued by the Company upon: |
| (i) | payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement (including the issuance of the Class A Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents) and in accordance with the Company’s memorandum and articles of association; and |
| (ii) | the entry of those Class A Ordinary Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
| 4 | Matters not covered |
We offer no opinion:
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents or the memorandum and articles of association to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than, to the extent expressly provided herein, the Company’s memorandum and articles of association) entered into by or binding on the Company. |
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4 April 2025
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
| Yours faithfully | |
| /s/ Ogier (Cayman) LLP | |
| Ogier (Cayman) LLP |
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Texas Ventures Acquisition III Corp
4 April 2025
Schedule 1
Documents examined
| 1 | The Certificate of Incorporation of the Company dated 26 July 2024 issued by the Registrar. |
| 2 | The memorandum of association of the Company filed with the Registrar on 26 July 2024 (Memorandum of Association). |
| 3 | The articles of association of the Company filed with the Registrar on 26 July 2024 (together with the Memorandum of Association, the Articles of Association). |
| 4 | The draft amended and restated memorandum and articles of association of the Company appended to the Registration Statement (the A&R M&A). |
| 5 | A Certificate of Good Standing dated 4 April 2025 (the Good Standing Certificate) issued by the Registrar in respect of the Company. |
| 6 | A certificate dated on the date hereof as to certain matters of fact signed by the sole director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it a copy of the written resolutions of the sole director of the Company passed on 27 March 2025 (the Resolutions). |
| 7 | The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 4 April 2025 (the Register of Writs). |
| 8 | The Registration Statement. |
| 9 | A draft of the form of the unit certificate representing the Units and the Over-Allotment Units (the Unit Certificates). |
| 10 | A draft specimen certificate for Class A Ordinary Shares (the Share Certificates). |
| 11 | A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the Warrant Documents and, together with the Unit Certificates and the Share Certificates, the Documents). |
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Texas Ventures Acquisition III Corp
4 April 2025
Schedule 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | Each of the Good Standing Certificate and the Director’s Certificate is accurate and complete as at the date of this opinion. |
| 5 | Where any Document has been provided to us in draft or undated form, that Document has been, or will be, executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of a Document marked to show changes from a previous draft, all such changes have been accurately marked. |
| 6 | There is nothing under any law (other than the laws of the Cayman Islands) that would or might affect the opinions herein. |
Status, authorisation and execution
| 7 | Each of the parties to the Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
| 8 | Each Document has been duly authorised, executed and unconditionally delivered by or on behalf of all parties to it (other than the Company) in accordance with all applicable laws. |
| 9 | In authorising the execution and delivery of the Documents by the Company and the issue and allotment of the Class A Ordinary Shares and Warrants, the exercise of its rights and performance of its obligations under the Documents, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her. |
| 10 | The persons named in the Resolutions as authorised to execute any Documents on behalf of the Company which have not been executed as of the date hereof, will in fact execute such documents with the intention to bind the Company. |
| 11 | Any individuals who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to sign such documents and give such information. |
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4 April 2025
Enforceability
| 12 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and |
| (b) | neither the execution or delivery of the Documents nor the exercise by any party to the Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
Share Issuance
| 13 | The Class A Ordinary Shares to be issued shall be issued at an issue price in excess of the par value thereof. |
| 14 | The A&R M&A will be adopted by the Company in accordance with the Articles of Association prior to the date that any Units, Class A Ordinary Shares, Warrants, or Over-Allotment Units are issued by the Company. |
Register of Writs
| 15 | The Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court as at the time we conducted our investigation of such Register. |
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4 April 2025
Schedule 3
Qualifications
Good Standing
| 1 | Under the Companies Act (Revised) of the Cayman Islands (Companies Act), annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Limited Liability
| 3 | We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; and (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder. |
Non-Assessable
| 4 | In this opinion, the phrase “non-assessable” means, with respect to the Class A Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder of the Company, be liable for additional assessments or calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
Register of Writs
| 5 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Amendment No. 2 to Form S-1 of our report dated April 1, 2025, which includes an explanatory paragraph relating to the Texas Ventures Acquisition III Corp ability to continue as a going concern, relating to the financial statements of Texas Ventures Acquisition III Corp as of December 31, 2024 and for the period from July 26, 2024 (inception) through December 31, 2024, which is contained in that Prospectus. We also consent to the reference to our firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC
New York, New York
April 1, 2025