10/07/2026 | Press release | Distributed by Public on 10/07/2026 17:56
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Working Capital Note | (1) | 09/30/2026 | A | 25,000 | (1) | (2) | Class A Ordinary Shares | 25,000 | (3) | 25,000 | I | See Footnote(4) | |||
| Convertible Working Capital Note | (1) | 09/30/2026 | A | 12,500 | (1) | (2) | Warrants | 12,500 | (3) | 12,500 | I | See Footnote(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ANGELO MARK C/O TEXAS VENTURES ACQUISITION III CORP 1012 SPRINGFIELD AVENUE MOUNTAINSIDE, NJ 07092 |
X | X | ||
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Yorkville Acquisition Sponsor II, LLC C/O TEXAS VENTURES ACQUISITION III CORP 1012 SPRINGFIELD AVENUE MOUNTAINSIDE, NJ 07092 |
X | |||
| /s/ Mark Angelo | 10/07/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark Angelo, Yorkville Acquisition Sponsor II, LLC | 10/07/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On September 30, 2026, the Issuer issued a convertible promissory note (the "Note") in the principal amount of $250,000.00 to Yorkville Acquisition Sponsor II, LLC (the "Sponsor"), in order to provide the Issuer with additional working capital. All amounts due under the Note may be converted into 25,000 units. Each unit consists of one Class A ordinary share ("Ordinary Share") and one-half of one warrant to purchase one Ordinary Share, resulting in 25,000 Ordinary Shares and warrants to purchase 12,500 Ordinary Shares of the Issuer upon the consummation of the business combination. The warrants shall have the same terms and conditions as the warrants issued in the Issuer's initial public offering. |
| (2) | The principal balance of the Note shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective, and is convertible at the Sponsor's election upon the consummation of the initial business combination. |
| (3) | The Ordinary Shares and warrants are described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-284793). |
| (4) | Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |