TVA on Nasdaq
Texas Ventures Acquisition III Corp
In its 2026 annual report the company says: “We are a blank check company incorporated on July 26, 2024, as a Cayman Islands exempted company with no material operations of our own. Our units include shares of a Cayman Islands blank check company instead of the shares of the operating entities with whom we may combine.”4 It is headquartered in Houston, Texas.1 Its shares trade on Nasdaq under the symbol TVA.1
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Last updated Oct 21, 2026.
Overview
- TickerTVA on Nasdaq1
- IndustryBlank Checks1
- HeadquartersHouston, Texas1
- Incorporated inCayman Islands3
- Business addressC/O Texas Ventures Mgmt Ll, 5090 Richmond Ave, Suite 319, Houston, Tx 770563
- Filer category, Emerging growth company3
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We are a blank check company incorporated on July 26, 2024, as a Cayman Islands exempted company with no material operations of our own. We were formed 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”). We may pursue an initial Business Combination in any business or industry. Our units include shares of a Cayman Islands blank check company instead of the shares of the operating entities with whom we may combine.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| General and administrative expenses | $718.9K |
| TOTAL EXPENSES | $718.9K |
| Interest income earned on investments held in Trust Account | $6.3M |
| Interest income earned on cash held in operating account | $24.1K |
| Forgiveness of debt | $28.6K |
| Realized gain on NMSI warrants | $257.1K |
| TOTAL OTHER INCOME | $6.6M |
| Net income (loss) | $5.9M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2024-07-31 |
|---|---|---|---|
| Cash | $856.1K | $2.2K | |
| Prepaid expenses | $102.5K | $4.6K | |
| Total Current Assets | $958.6K | $6.8K | |
| Prepaid expenses, non-current | $33.3K | ||
| Investments held in Trust Account | $232.5M | ||
| Deferred offering costs | $248.4K | ||
| Total Assets | $233.5M | $255.2K | |
| Accrued expenses | $231.4K | ||
| Accrued offering costs | $122.8K | ||
| Due to related party | $2.4K | ||
| Promissory note - related party | $152.2K | ||
| Total Current Liabilities | $233.9K | $275.0K | |
| Deferred underwriting commissions | $9.0M | ||
| Total Liabilities | $9.2M | $275.0K | |
| Additional paid-in capital | $1.6M | $24.2K | |
| Accumulated deficit | -$9.9M | -$44.7K | |
| Total Shareholders' Deficit | -$8.2M | -$19.7K | $0 |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | $233.5M | $255.2K | |
| Preference shares, par value (in dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized | 5.0M shares | 5.0M shares | |
| Preference shares, shares issued | 0 shares | 0 shares | |
| Preference shares, shares outstanding | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-07-31 |
|---|---|---|---|
| Cash | $856.1K | $2.2K | |
| Prepaid expenses | $102.5K | $4.6K | |
| Total Current Assets | $958.6K | $6.8K | |
| Prepaid expenses, non-current | $33.3K | ||
| Investments held in Trust Account | $232.5M | ||
| Deferred offering costs | $248.4K | ||
| Total Assets | $233.5M | $255.2K | |
| Accrued expenses | $231.4K | ||
| Accrued offering costs | $122.8K | ||
| Due to related party | $2.4K | ||
| Promissory note - related party | $152.2K | ||
| Total Current Liabilities | $233.9K | $275.0K | |
| Deferred underwriting commissions | $9.0M | ||
| Total Liabilities | $9.2M | $275.0K | |
| Additional paid-in capital | $1.6M | $24.2K | |
| Accumulated deficit | -$9.9M | -$44.7K | |
| Total Shareholders' Deficit | -$8.2M | -$19.7K | $0 |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | $233.5M | $255.2K | |
| Preference shares, par value (in dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized | 5.0M shares | 5.0M shares | |
| Preference shares, shares issued | 0 shares | 0 shares | |
| Preference shares, shares outstanding | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year, latest first.2
| Period ending | 2025-12-31 |
|---|---|
| Net income (loss) | $5.9M |
| Interest income earned on investments held in Trust Account | -$6.3M |
| Realized gain on NMSI warrants | -$257.1K |
| Prepaid expenses | -$131.3K |
| Deferred offering costs | $248.4K |
| Accrued expenses | $231.4K |
| Accrued offering costs | -$122.8K |
| Due to related party | $2.4K |
| Net Cash Used in Operating Activities | -$438.0K |
| Cash deposited into Trust Account | -$226.1M |
| Net Cash Used in Investing Activities | -$226.1M |
| Proceeds from the sale of Units | $226.1M |
| Proceeds from promissory note - related party | $397.8K |
| Payment of promissory note - related party | -$550.0K |
| Proceeds from sale of private placement warrants | $7.0M |
| Payment of underwriting fee | -$4.5M |
| Payment of offering costs | -$1.0M |
| Net Cash Provided by Financing Activities | $227.4M |
| Net change in cash | $853.9K |
| Deferred underwriters' discount payable | $9.0M |
No quarter-by-quarter statement was filed.
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Corporate structure
Texas Ventures Acquisition III Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Texas Ventures Acquisition III Corp
- METEORA CAPITAL, LLC Filed SCHEDULE 13G on Texas Ventures Acquisition III Corp, latest Aug 14, 2026
- First Trust Capital Management L.P. Filed SCHEDULE 13G/A on Texas Ventures Acquisition III Corp, latest May 15, 2026 (2 filings since Aug 14, 2025)
- Yorkville Acquisition Sponsor II, LLC Filed SCHEDULE 13D/A on Texas Ventures Acquisition III Corp, latest Feb 19, 2026 (2 filings since Oct 14, 2025)
- Anson Funds Management LP Filed SCHEDULE 13G on Texas Ventures Acquisition III Corp, latest Feb 17, 2026
- J. Goldman & Co LP Filed SCHEDULE 13G on Texas Ventures Acquisition III Corp, latest Feb 17, 2026
- TENOR CAPITAL MANAGEMENT Co., L.P. Filed SCHEDULE 13G/A on Texas Ventures Acquisition III Corp, latest Feb 17, 2026 (3 filings since May 2, 2025)
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Texas Ventures Acquisition III Corp, latest Feb 11, 2026 (3 filings since Aug 13, 2025)
- Barclays Filed SCHEDULE 13G/A on Texas Ventures Acquisition III Corp, latest Feb 11, 2026 (3 filings since Aug 12, 2025)
- K2 PRINCIPAL FUND, L.P. Filed SCHEDULE 13G/A on Texas Ventures Acquisition III Corp, latest Feb 5, 2026 (2 filings since May 5, 2025)
- Hudson Bay Capital Management LP Filed SCHEDULE 13G/A on Texas Ventures Acquisition III Corp, latest Nov 12, 2025 (2 filings since Aug 8, 2025)
- Karpus Management, Inc. Filed SCHEDULE 13G/A on Texas Ventures Acquisition III Corp, latest Oct 7, 2025 (2 filings since Aug 14, 2025)
- Magnetar Financial LLC Filed SCHEDULE 13G on Texas Ventures Acquisition III Corp, latest Aug 8, 2025
- Texas Ventures Acquisition III Corp Houston, Texas
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Texas Ventures Acquisition III Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
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.
Item 2 of the 10-K filed Apr 15, 2026.4
Leadership
Who has led Texas Ventures Acquisition III Corp, and when. Pick a name to see everywhere that person has worked.
- Chief executive officerEugene Scott Crist Apr 22, 2025 to Oct 1, 20259
- Chief executive officerKevin McGurn Oct 1, 2025 to now10
- Chief financial officerTroy Rillo Oct 1, 2025 to now11
Board members and other officers (8)
- Board memberAndrew C. Clark Apr 22, 2025 to now12
- Board memberAruna Viswanathan Apr 22, 2025 to now13
- Board memberEugene Scott Crist Apr 22, 2025 to now9
- Board memberHarvin C. Moore Iv. Apr 22, 2025 to now14
- Board memberOmar Hasan Oct 1, 2025 to now15
- Board memberScott Glabe Oct 1, 2025 to now16
- Board memberAlan Gary Garten Oct 3, 2025 to now17
- Board memberDevin G. Nunes Oct 7, 2025 to now18
Timeline
- Oct 8, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares19
- Sep 3, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure20
- Aug 18, 20268-K Executive or director change21
- Apr 24, 20268-K Executive or director change22
- Feb 26, 20268-K Executive or director change23
- Jan 7, 20268-K Entered a material agreement24
- Dec 31, 20258-K Executive or director change25
- Oct 1, 2025New chief executive Kevin McGurn becomes CEO10
- Sep 24, 20258-K Entered a material agreement; Ended a material agreement; Change in control26
- May 14, 20258-K Other events27
- May 1, 20258-K Other events28
- Apr 28, 20258-K Entered a material agreement; Unregistered sale of shares; Executive or director change29
- Apr 22, 2025New chief executive Eugene Scott Crist becomes CEO9
Filings
89 filings to the SEC since October 2021: 1 annual reports, 5 quarterly reports, 11 major events, 19 insider forms, 23 large holders, 30 other. The latest 20:
- Oct 13, 2026425 EDGAR
- Oct 9, 2026S-4 EDGAR
- Oct 9, 2026DEFA14A EDGAR
- Oct 8, 20268-K EDGAR
- Oct 7, 20264 OWNERSHIP DOCUMENT EDGAR
- Sep 28, 2026DEF 14A EDGAR
- Sep 18, 2026PRE 14A EDGAR
- Sep 15, 2026425 EDGAR
- Sep 3, 2026425 EDGAR
- Sep 3, 2026425 EDGAR
- Sep 3, 20268-K EDGAR
- Aug 26, 20263 PRIMARY DOCUMENT EDGAR
- Aug 18, 20268-K EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 14, 202610-Q EDGAR
- Jun 22, 20264 OWNERSHIP DOCUMENT EDGAR
- May 15, 2026SCHEDULE 13G/A EDGAR
- May 15, 202610-Q EDGAR
- Apr 24, 20268-K EDGAR
- Apr 15, 202610-K EDGAR
The 89 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
4 open-market trades by officers, directors and large owners since October 2021: 3 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Feb 27, 2026 | ANGELO MARKDirector | Buy | 125,000 | $10.48 | $1.3M | Form 4 |
| Feb 5, 2026 | ANGELO MARKDirector | Buy | 737,691 | $10.80 | $8.0M | Form 4 |
| Feb 4, 2026 | ANGELO MARKDirector | Buy | 187,309 | $10.64 | $2.0M | Form 4 |
| Sep 18, 2025 | TV PARTNERS III, LLC10% owner | Sale | 7,500,000 | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- METEORA CAPITAL, LLCSCHEDULE 13G, 1 filing Aug 14, 202630
- First Trust Capital Management L.P.SCHEDULE 13G/A, 2 filings Aug 14, 2025 to May 15, 202631
- Yorkville Acquisition Sponsor II, LLCSCHEDULE 13D/A, 2 filings Oct 14, 2025 to Feb 19, 202632
- Anson Funds Management LPSCHEDULE 13G, 1 filing Feb 17, 202633
- J. Goldman & Co LPSCHEDULE 13G, 1 filing Feb 17, 202634
- TENOR CAPITAL MANAGEMENT Co., L.P.SCHEDULE 13G/A, 3 filings May 2, 2025 to Feb 17, 202635
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 3 filings Aug 13, 2025 to Feb 11, 202636
- BarclaysSCHEDULE 13G/A, 3 filings Aug 12, 2025 to Feb 11, 202637
- K2 PRINCIPAL FUND, L.P.SCHEDULE 13G/A, 2 filings May 5, 2025 to Feb 5, 202638
- Hudson Bay Capital Management LPSCHEDULE 13G/A, 2 filings Aug 8, 2025 to Nov 12, 202539
- Karpus Management, Inc.SCHEDULE 13G/A, 2 filings Aug 14, 2025 to Oct 7, 202540
- Magnetar Financial LLCSCHEDULE 13G, 1 filing Aug 8, 202541
SEC filer profile
How Texas Ventures Acquisition III Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARTexas Ventures Acquisition III Corp1
- CIK0002033991
- Employer ID (EIN)98-18024574
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business addressC/O Texas Ventures Mgmt Ll, 5090 Richmond Ave, Suite 319, Houston, TX 770561
- Phone71359913001
- Shares outstanding22,500,000 Common Class A shares; 7,500,000 Common Class B shares as of Apr 15, 20264
- Public float$230.0M as of Jun 30, 20254
- AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceOct 4, 20241
- Filings89 in all: 3 (14), 8-K (11), SCHEDULE 13G (11), SCHEDULE 13G/A (10), 10-Q (5), 4 (5), CORRESP (5), 425 (4)1
All 27 form types
UPLOAD (4), S-1/A (3), 10-K (1), 424B4 (1), 8-A12B (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), NT 10-K (1), NT 10-Q (1), PRE 14A (1), S-1 (1), S-4 (1), SCHEDULE 13D (1), SCHEDULE 13D/A (1)
- Latest filingsAnnual report (10-K) Apr 15, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Sep 28, 2026
Latest 8-K (8-K) Oct 8, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant | TVACU | Nasdaq |
| Class A ordinary shares, $0.0001 par value per share | TVA | Nasdaq |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | TVACW | Nasdaq |
From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Texas Ventures Acquisition III Corp names in Item 1A of its 10-K filed Apr 15, 2026: 77 risks under these headings, as written.4
- Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
- Our public shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote, our Sponsor will participate in such vote, which means we may complete our initial Business Combination even though a majority of our public shareholders do not support such a combination, we may not need any Public Shares sold to other investors in our Initial Public Offering to be voted in favor of the initial Business Combination.
- If we seek shareholder approval of our initial Business Combination, our Sponsor, officers and directors have agreed to vote in favor of such initial Business Combination, regardless of how our public shareholders vote.
- Your only opportunity to effect your investment decision regarding a potential Business Combination may be limited to the exercise of your right to redeem your shares from us for cash.
- The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may substantially dilute your investment in us.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
- The requirement that we complete our initial Business Combination within the Completion Window may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders.
- We may not be able to complete our initial Business Combination within the completion window, in which case we would redeem our Public Shares.
- We may decide not to extend the term we have to consummate our initial Business Combination, in which case we would redeem our Public Shares, and the Warrants may be worthless.
- If we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers and their affiliates may elect to purchase shares or Public Warrants from public shareholders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A Ordinary Shares or Public Warrants.
- If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial Business Combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.
The other 65 risks
- You will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.
- If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, you may lose the ability to redeem all such shares in excess of 15% of our Class A Ordinary Shares.
- Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we are unable to complete our initial Business Combination, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire worthless.
- If the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial Business Combination.
- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share.
- Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
- We may not have sufficient funds to satisfy indemnification claims of our directors and officers.
- If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
- If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.
- Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by new outbreaks, or continuation of any existing outbreaks, of any infectious disease (such as COVID-19) and the status of debt and equity markets.
- Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, the escalating military conflict involving the United States, Israel and Iran, the resumption of Houthi attacks on Red Sea shipping, and other hostilities in the Middle East, Southwest Asia and globally.
- Military or other conflicts in Ukraine, the Middle East and Southwest Asia or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.
- Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.
- Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a Business Combination.
- Fluctuations in the rate of inflation in the United States and elsewhere could make it more difficult for us to complete our initial Business Combination.
- If we are unable to consummate our initial Business Combination within the completion window, our public shareholders may be forced to wait beyond 18 months before redemption from our Trust Account.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- We may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity for our public shareholders to discuss company affairs with management, and the holders of our Class A Ordinary Shares will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial Business Combination.
- There can be no assurance that a definitive agreement will be entered into and even if a definitive agreement is entered into, there can be no assurance that the Business Combination will be consummated.
- Because we are not limited to evaluating a target business in a particular industry sector and because we have not entered into any definitive agreement with respect to an initial Business Combination, there is uncertainty regarding the merits or risks of any particular target business’s operations.
- We may seek Business Combination opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
- We may seek Business Combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.
- We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
- We may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- Unlike some other similarly structured SPACs, the holders of our Founder Shares will receive additional Class A Ordinary Shares if we issue certain shares to consummate an initial Business Combination.
- We may issue our shares to investors in connection with our initial Business Combination at a price which is less than the prevailing market price of our shares at that time.
- Since only holders of our Class B Ordinary Shares will have the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
- Resources could be wasted in researching Business Combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial Business Combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire worthless.
- We may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
- Since our New Sponsor, officers and directors, and any other holder of our Founder Shares, may lose their entire investment in us if our initial Business Combination is not completed (other than with respect to Public Shares they may acquire or hold), a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- We may only be able to complete one Business Combination with the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- We may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination with which a substantial majority of our shareholders do not agree.
- In order to effectuate an initial Business Combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial Business Combination that our shareholders may not support.
- We may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination.
- Our Sponsor will control the appointment of our board of directors until consummation of our initial Business Combination and will hold a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- We may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
- As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a Business Combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial Business Combination and could even result in our inability to find a target or to consummate an initial Business Combination.
- Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial Business Combination with some prospective target businesses.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an initial Business Combination.
- Risks Relating to the Post-Business Combination Company
- Subsequent to the completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
- The officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
- Our management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
- We may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
- Our initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Warrant holders. As a result of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain.
- Risks Relating to Acquiring and Operating a Business in Foreign Countries
- If we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
- We may reincorporate in another jurisdiction, which may result in taxes imposed on shareholders or Warrant holders.
- We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
- We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
- If our management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
- Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.
- After our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
- Risks Relating to our Management Team
- We are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business Combination, could adversely affect our ability to operate.
- The ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination, which could deprive us of key personnel and advisors.
- Our ability to successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination, and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.
- Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination.
- Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented.
Sources
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- 11SEC EDGARTroy Rillo, Chief financial officer
- 12SEC EDGARAndrew C. Clark, Board member
- 13SEC EDGARAruna Viswanathan, Board member
- 14SEC EDGARHarvin C. Moore Iv., Board member
- 15SEC EDGAROmar Hasan, Board member
- 16SEC EDGARScott Glabe, Board member
- 17SEC EDGARAlan Gary Garten, Board member
- 18SEC EDGARDevin G. Nunes, Board member
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- 21SEC EDGARExecutive or director change
- 22SEC EDGARExecutive or director change
- 23SEC EDGARExecutive or director change
- 24SEC EDGAREntered a material agreement
- 25SEC EDGARExecutive or director change
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- 27SEC EDGAROther events
- 28SEC EDGAROther events
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