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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 19, 2026
TEXAS VENTURES ACQUISITION III CORP
(Exact name of registrant as specified in its
charter)
| Cayman
Islands |
|
001-42609 |
|
98-1802457 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 1012
Springfield Avenue |
|
|
| Mountainside,
NJ |
|
07092 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(201) 985-8300
Registrant’s Telephone Number, Including
Area Code
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
TVACU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A
ordinary shares, par value $0.0001 per share |
|
TVA |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
TVACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company, as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act.
Explanatory Note
As previously reported
in the Current Report on Form 8-K filed by Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares (the
“Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on October 20, 2026 (the
“Initial 8-K”), on October 19, 2026, the Company held an extraordinary general meeting of its shareholders (the “Meeting”),
at which the Company’s shareholders approved, by special resolution, an amendment to the Company’s amended and restated memorandum
and articles of association (the “Extension Amendment”) and an amendment to the Investment Management Trust Agreement,
dated April 22, 2025, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as trustee,
to extend the date by which the Company must consummate an initial business combination and the related date on which CST must liquidate
the Company’s trust account (the “Trust Account”) established in connection with the Company’s initial
public offering that was consummated on April 24, 2025 (the “IPO”), from October 24, 2026 to July 24, 2027.
This Amendment No. 1
to the Initial 8-K (this “Amendment”) amends Item 7.01 of the Initial 8-K solely to correct the redemption price per
Class A ordinary share redeemed by the Company’s shareholders in connection with the Extension Amendment and the aggregate redemption
amount reported in connection with such redemptions. No other changes have been made to the Initial 8-K.
In Item 7.01 of the Initial
8-K, we indicated based upon information provided to us by our transfer agent, CST, that in connection with the Extension Amendment, the
Company’s shareholders elected to redeem 17,699,488 Class A ordinary shares, which represents approximately 78.66% of the 22,500,000
Class A ordinary shares that were part of the units sold in the IPO, at a redemption price of approximately $10.58 per share, that such
shareholders redeemed approximately $187,260,583 from the Trust Account, and that following such redemptions, 4,800,512 Class A ordinary
shares remain outstanding.
CST has now provided
the Company with corrected information with respect to the redemption price. As a result, this Amendment amends the Initial 8-K to correct
that, in connection with the Extension Amendment, the Company’s shareholders elected to redeem 17,699,488 Class A ordinary shares
at a redemption price of approximately $10.63 per share, for an aggregate redemption amount of approximately $188,177,658.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: October 21, 2026 |
TEXAS VENTURES
ACQUISITION III CORP |
| |
|
|
| |
By: |
/s/ Troy Rillo |
| |
Name: |
Troy Rillo |
| |
Title: |
Chief Executive Officer
& Chief Financial Officer |
