Filed by Texas Ventures Acquisition III Corp
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company:
Texas Ventures Acquisition III Corp
Commission File No.: 001-42609
On October 13, 2026, Plus Automation, Inc.,
issued the below press release announcing the filing of its registration statement on Form S-4.
PlusAI and Texas Ventures Acquisition III Corp
Announce Filing of Registration Statement on Form S-4 in Connection with Proposed Business Combination
S-4 filing marks an important milestone toward
completion of the previously announced business combination
Transaction expected to provide PlusAI with
capital to advance the targeted 2027 commercial launch of factory-built autonomous trucks powered by SuperDrive™
SANTA CLARA, Calif. and NEW YORK, N.Y. - October 13 2026 - Plus Automation,
Inc. ("PlusAI"), a global physical AI company pioneering AI-based virtual driver software for factory-built autonomous trucks,
and Texas Ventures Acquisition III Corp (Nasdaq: TVA, TVACU, TVACW) ("Texas Ventures III"), a special purpose acquisition company
with financial backing from funds managed by Yorkville Advisors Global, LP ("Yorkville Advisors"), today announced the filing
of a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC")
in connection with their previously announced proposed business combination.
The Registration Statement includes a preliminary proxy statement/prospectus
relating to the proposed business combination and has not yet been declared effective by the SEC. The filing represents an important milestone
toward completing the transaction and PlusAI’s planned public listing.
PlusAI and Texas Ventures III announced their definitive business combination
agreement on September 3, 2026. The transaction values PlusAI at approximately $800 million in pre-money equity value and is supported
by up to approximately $300 million of capital, including $60+ million of fully committed financing and approximately $236 million held
in the Texas Ventures III trust, in each case subject to the terms and conditions of the transaction. Upon closing of the proposed transaction,
the combined company will operate as PlusAI and is expected to be listed on Nasdaq under the ticker symbol “PXAI”.
“This filing is another important step toward completing our
business combination and becoming a publicly traded company,” said David Liu, Co-Founder and Chief Executive Officer of PlusAI.
“We remain focused on execution as we advance SuperDrive toward the targeted 2027 commercial launch of factory-built autonomous
trucks with our global OEM partners. At the same time, HyperFoundry is generating revenue today by monetizing the proprietary Physical
AI capabilities we have built over a decade. We believe the public markets can provide PlusAI with the capital and platform to execute
our commercialization roadmap and build a global leader in Physical AI.”
PlusAI is actively operating autonomous freight routes in Texas with
Ryder and International and is working with global truck manufacturers, including TRATON GROUP, Hyundai and IVECO, to advance the commercial
launch of factory-built autonomous trucks integrated with SuperDrive™. PlusAI has generated $25 million in revenue
year-to-date through its HyperFoundry™ platform, demonstrating the company’s ability to monetize its proprietary
Physical AI innovations.
The Registration Statement is available through the SEC’s website
at www.sec.gov. Additional information regarding the proposed business combination is available at PlusAI’s investor relations website
at plus.ai/investors.
About PlusAI
PlusAI is a global physical AI company pioneering AI-based virtual
driver software for factory-built autonomous trucks. Its SuperDrive™ and HyperFoundry™ solutions
accelerate the scalable development and deployment of autonomous vehicles. Headquartered in Silicon Valley with operations in the United
States and Europe, PlusAI was named one of Fast Company’s World’s Most Innovative Companies.
PlusAI is working with global commercial vehicle makers and ecosystem
partners including TRATON GROUP’s Scania, MAN, and International brands, Hyundai Motor Company, Iveco Group, NVIDIA, Ryder, Bosch,
DSV, and Goodyear to bring next-generation autonomous trucks to market.
About Texas Ventures Acquisition III Corp
Texas Ventures Acquisition III Corp is a special purpose acquisition
company incorporated under the laws of the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. It may pursue an acquisition opportunity in
any business, industry or geographical location.
Additional Information About the Proposed Transaction and Where
to Find It
In connection with the proposed transaction, Texas Ventures III has
filed with the SEC a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus and other relevant documents
concerning the proposed transaction. After the Registration Statement is declared effective by the SEC, Texas Ventures III will mail the
definitive proxy statement/prospectus and other relevant materials to shareholders of Texas Ventures III as of a record date to be established
for voting on the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF TEXAS VENTURES III AND PLUSAI ARE
URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND OTHER DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TEXAS VENTURES III, PLUSAI AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the Registration
Statement, the proxy statement/prospectus and other documents filed with the SEC by Texas Ventures III through the website maintained
by the SEC at www.sec.gov.
Participants in the Solicitation
Texas Ventures III, PlusAI, and certain of their respective directors,
executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation
of proxies from Texas Ventures III’s shareholders in connection with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of Texas Ventures III’s shareholders in connection with the
proposed transaction, including a description of their direct and indirect interests, is set forth in the Registration Statement and will
be included in the definitive proxy statement/prospectus when available. Shareholders, potential investors and other interested persons
should read the definitive proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
This communication is not, and under no circumstances is to be construed
as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or exemptions therefrom.
Forward-Looking Statements
This press release includes “forward-looking statements”
within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements
generally relate to future events or future financial or operating performance and can be identified by the use of words such as “may,”
“will,” “would,” “should,” “expect,” “plan,” “could,” “target,”
“believe,” “estimate,” “approximate,” “predict,” “potential,” “seek,”
“yet,” “continue” or similar expressions.
Forward-looking statements in this press release include, among other
things, statements regarding the proposed business combination, the expected timing and completion of the transaction, the timing of SEC
review of the Registration Statement and the Registration Statement’s effectiveness, the amount of capital expected to be available
to PlusAI following the transaction, PlusAI’s commercialization roadmap and targeted 2027 commercial launch, expected revenue and
contracted revenue, and the potential benefits of the proposed transaction.
These forward-looking statements are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from those expressed or implied by such statements, including the
risks described in the Registration Statement and Texas Ventures III’s other filings with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements. The forward-looking statements contained herein speak only as of the date of
this press release, and Texas Ventures III and PlusAI undertake no obligation to update or revise them except as required by applicable
law.
Media Contact
PlusAI
Lauren Kwan
pr@plus.ai
Investor Relations Contact
PlusAI
Derrick Nueman
ir@plus.ai
