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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
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.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
As disclosed in a Current
Report on Form 8-K that Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares (the “Company”),
filed on April 28, 2025 with the U.S. Securities and Exchange Commission (the “SEC”), the Company previously
entered into an Investment Management Trust Agreement (the “IMTA”), dated April 22, 2025, with Continental Stock
Transfer & Trust Company (“CST”), as trustee.
On October 19, 2026,
the Company held an extraordinary general meeting of its shareholders (the “Meeting”). At the Meeting, the Company’s
shareholders of record as of the close of business on September 25, 2026 (the “Record Date”) approved, by special
resolution, an amendment to the IMTA in the form set forth in Annex B to the Proxy Statement (as defined below) (the “IMTA
Amendment”), that extends the date on which CST must liquidate the trust account of the Company established in connection
with the IPO (as defined below) (the “Trust Account”) if the Company has not completed its initial business
combination (as defined below), from October 24, 2026 to July 24, 2027, effective immediately, as described in more detail in the definitive
proxy statement on Form DEF 14A filed by the Company with the SEC on September 28, 2026 as supplemented by the definitive additional soliciting
materials filed by the Company with the SEC on October 9, 2026 (the “Proxy Statement”). Following such approval
by the Company’s shareholders, the Company and CST entered into the IMTA Amendment on October 19, 2026.
The foregoing description
of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment,
a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is
incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Meeting on October
19, 2026, the Company’s shareholders approved, by special resolution, an amendment to the Company’s amended and restated memorandum
and articles of association (the “Articles”) in the form set forth in Annex A to the Proxy Statement (the “Extension
Amendment”), that extends the date by which the Company must (1) consummate a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial
business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete an initial
business combination, and (3) redeem all of the Company’s Class A ordinary shares included as part of the units sold
in the Company’s initial public offering that was consummated on April 24, 2025 (the “IPO”), from
October 24, 2026 to July 24, 2027.
The foregoing description
of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to the Extension Amendment, a
copy of which is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Meeting, an aggregate
of 20,877,225 of the Company’s ordinary shares, which represents a quorum of the 30,000,000 ordinary shares outstanding and
entitled to vote as of the Record Date, were represented in person or by proxy at the Meeting.
At the Meeting, the Company’s
shareholders voted on the following proposals, each of which was approved:
(1) The
Extension Amendment Proposal: a proposal to amend the Articles pursuant to the Extension Amendment, to extend the date
by which the Company must (1) consummate an initial business combination, (2) cease its operations except for the purpose of winding up
if it fails to complete an initial business combination, and (3) redeem all of the Company’s Class A ordinary shares included
as part of the units sold in the IPO, from October 24, 2026 to July 24, 2027. The following is a tabulation of the votes with respect
to this proposal, which was approved by the Company’s shareholders:
| For | |
Against | |
Abstain |
| 19,248,978 | |
1,628,247 | |
0 |
(2) The
Trust Amendment Proposal: a proposal to amend the IMTA, dated April 22, 2025, by and between the Company and CST, as
trustee, pursuant to the IMTA Amendment, to extend the date on which Continental must liquidate the Trust Account if the Company has
not completed its initial business combination, from October 24, 2026 to July 24, 2027. The following is a tabulation of the votes
with respect to this proposal, which was approved by the Company’s shareholders:
| For | |
Against | |
Abstain |
| 19,248,978 | |
1,628,247 | |
0 |
A proposal to adjourn
the Meeting to a later date was not presented because there were sufficient votes to approve each of the other proposals.
No other items were presented
for shareholder approval at the Meeting.
| Item 7.01 | Regulation FD Disclosure. |
The information set forth
below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
In connection with the
Extension Amendment Proposal, 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. Such shareholders redeemed approximately $187,260,583 from the Trust Account. Following such redemptions, 4,800,512
Class A ordinary shares remain outstanding.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Amendment to Amended and Restated Memorandum and Articles of Association, effective October 19, 2026. |
| 10.1 |
|
Amendment No. 1 to Investment Management Trust Agreement, dated as of October 19, 2026, by and between Texas Ventures Acquisition III Corp and Continental Stock Transfer & Trust Company. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
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 19, 2026 |
TEXAS VENTURES ACQUISITION III CORP |
| |
|
|
| |
By: |
/s/ Troy Rillo |
| |
Name: |
Troy Rillo |
| |
Title: |
Chief Executive Officer & Chief Financial Officer |
