Texas Ventures III to merge with PlusAI at $800M
TVA plans to merge with PlusAI at an $800 million valuation, backed by convertible notes, a PIPE and a forward equity deal tied to minimum cash conditions.
Rhea-AI Filing Summary
Texas Ventures Acquisition III Corp (TVA) announced a definitive business combination with Plus Automation, Inc. (PlusAI), valuing PlusAI at a pre-money equity value of $800 million. TVA will domesticate from the Cayman Islands to Delaware and, after closing, the combined company is expected to operate as PlusAI (PlusAI Holdings, Inc.).
PlusAI equityholders will receive shares of three classes of common stock in the domesticated SPAC based on an Exchange Ratio derived from the $800 million valuation, with Class B carrying 20 votes per share and Class C 0.25 votes per share. Eligible pre‑closing holders may receive up to 70,000,000 Earnout Shares over up to five years if share‑price targets are met.
To support the transaction, TVA arranged a $63,888,888 Senior Guaranteed Convertible PIK Note financing (10% original issue discount, $57.5 million net cash proceeds), a ~$4.0 million PIPE, and an OTC equity prepaid forward for up to 1,050,000 shares. Closing is conditioned, among other items, on at least $40 million of cash from the trust and these financings and a minimum of $5,000,001 in net tangible assets.
Positive
- $800 million pre-money equity value for PlusAI, supported by a signed merger agreement and multi-class share structure that preserves governance alignment.
- Transaction financing includes $63.9 million in Convertible Notes (net $57.5 million cash), a ~$4.0 million PIPE and a trust of about $236 million, aiming to fund PlusAI’s roadmap through 2027.
- Deal includes a price-based earnout of up to 70,000,000 shares, tying a meaningful portion of additional equity issuance to post‑closing share‑price performance.
- PlusAI reports $25 million HyperFoundry revenue to date and is targeting $40–50 million of contracted revenue in 2026, providing existing traction ahead of the SuperDrive launch.
Negative
- Up to 70,000,000 Earnout Shares, extensive warrant coverage and conversion features on the notes and PIPE create potential for significant post‑closing equity dilution.
- Convertible Notes carry relatively investor‑friendly terms, including up to 130% of Accrued Value in certain redemptions or Fundamental Changes and a floating conversion price with anti‑dilution protections and a $5.00 floor.
- Closing requires at least $40 million of available cash and shareholder approvals; high SPAC redemptions or failure to extend the SPAC deadline beyond October 24, 2026 could prevent completion.
- Convertible Notes impose minimum liquidity of $10 million, operating covenants and broad default triggers, which could constrain flexibility and raise refinancing risk if business performance lags.
Filing Explained
If completed, the financing adds senior debt and convertible securities that could increase shares and reduce existing holders’ ownership percentage.
The transaction remains proposed: the merger and related financings are expected to close only after domestication, approvals, and other conditions. If completed, the convertible notes and warrants would add senior obligations and potential future shares for existing common holders.
The notes can convert into Class A common stock at 95% of the lowest daily VWAP over the preceding five trading days, subject to a
The notes would bear either cash or PIK interest, mature five years after closing, and require at least
The securities are being issued through private placements and are not registered under the Securities Act at this stage. The filing commits TVA to seek a resale registration statement after closing; the next key milestones are the Form S-4, shareholder approvals, and the
8-K Event Classification
Key Figures
Key Terms
Domestication regulatory
Senior Guaranteed Convertible PIK Notes financial
volume-weighted average price financial
Forward Purchase Agreement financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
FAQ
What transaction is Texas Ventures Acquisition III Corp (TVA) announcing with PlusAI?
What financing packages support the TVA (TVA) and PlusAI business combination?
What are the key closing conditions for the TVA–PlusAI transaction?
How large is the earnout in the PlusAI and TVA (TVA) merger?
What do the Convertible Notes issued by TVA to finance PlusAI look like?
What current and targeted revenues has PlusAI disclosed in connection with the TVA deal?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(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 |
Name
of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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
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. |
On September 2, 2026, Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares (“TVA”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among TVA, TVAC Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of TVA (“Merger Sub I”), TVAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of TVA (“Merger Sub II”) and Plus Automation, Inc., a Delaware corporation (the “Company”).
Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction with the Company in which the Company’s stockholders will be issued shares of TVA. This will be accomplished by Merger Sub I merging with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of TVA (“First Merger”), and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions contemplated by the Merger Agreement are referred to as the “Transactions.” In connection with the Transactions, TVA will deregister as a Cayman Islands exempted company and transfer by way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware.
The proposed Mergers are expected to be consummated following the receipt of the required approvals by the shareholders of TVA and the stockholders of the Company and the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement.
Merger Agreement
The Domestication
Subject to obtaining the required shareholder approvals and at least one day prior to the time of the closing (the “Closing,” and the date on which the Closing occurs, the “Closing Date”) of the Mergers, TVA will transfer by way of continuation out of the Cayman Islands and domesticate as a corporation incorporated under the laws of the State of Delaware in accordance with Section 388 of the Delaware General Corporation Law, Part 12 of the Cayman Islands Companies Act and Section 18-212 of the Delaware Limited Liability Company Act (the “Domestication”). In connection with the Domestication, TVA will file with the Secretary of State of the State of Delaware a certificate of incorporation (the “Domesticated SPAC Charter”). Among other things, the Domesticated SPAC Charter will change TVA’s name to “PlusAI Holdings, Inc.” (such company after the Domestication, “Domesticated SPAC”) and set forth the rights and preferences of the equity interests of Domesticated SPAC, including following the completion of the Mergers.
Immediately prior to the Domestication, each of the then issued and outstanding Class B ordinary shares of TVA, par value $0.0001 per share (each, a “SPAC Class B Ordinary Share”), will be converted, on a one-for-one basis, into a Class A ordinary share of TVA, par value $0.0001 per share (each, a “SPAC Class A Ordinary Share”). Pursuant to the Domestication: (i) each of the then issued and outstanding SPAC Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Domesticated SPAC (the “SPAC Class A Common Stock”); (ii) each of the then issued and outstanding warrants to acquire SPAC Class A Ordinary Shares (each, a “Cayman SPAC Warrant”) will convert automatically into a warrant to acquire a corresponding number of shares of SPAC Class A Common Stock, on a one-for-one basis, pursuant to the related warrant agreement (each warrant, a “Domesticated SPAC Warrant”); and (iii) each of the then issued and outstanding units of TVA will be canceled and each holder will be entitled to one share of SPAC Class A Common Stock and one-half of one Domesticated SPAC Warrant.
Merger Consideration
The value of the aggregate consideration issuable to the stockholders and vested equityholders of the Company at the Closing of the Mergers will be based on a pre-money equity value of the Company of $800,000,000 (the “Equity Value”). The Equity Value will be used to calculate the Exchange Ratio (as defined below). Each share of capital stock of the Company outstanding as of immediately prior to the effective time of the First Merger (the “First Effective Time”), except as described below and subject to certain exceptions set forth in the Merger Agreement, will be automatically surrendered and shall cease to exist and be exchanged for the right to receive consideration as a result of the Mergers in the form of shares of SPAC Class A Common Stock based on the Exchange Ratio, which entitle the holder to one vote per share in matters submitted to the stockholders of Domesticated SPAC for approval. Each share of Class B common stock of the Company (“Company Class B Common Stock”) outstanding immediately prior to the First Effective Time will be automatically surrendered and shall cease to exist and be exchanged for the right to receive consideration as a result of the Mergers in the form of shares of Class B common stock, par value $0.0001 per share, of Domesticated SPAC (the “SPAC Class B Common Stock”) based on the Exchange Ratio, which entitle the holder to twenty votes per share in matters submitted to the stockholders of Domesticated SPAC for approval. Furthermore, certain shares of capital stock of the Company issued and outstanding immediately prior to the First Effective Time and issued as a result of (i) the conversion of shares of Company Series A-3-X Preferred Stock, Company Series A-4-X Preferred Stock or Company Series B-X Preferred Stock, which, for regulatory purposes, entitle the holder to one-quarter (1/4th) of a vote per share in matters submitted to stockholders of the Company or (ii) as a result of the exercise of any Company Option granted under the Company’s 2021 Share Incentive Plan, as amended from time to time (the “2021 Plan”), will be automatically surrendered and shall cease to exist and be exchanged for the right to receive consideration as a result of the Mergers in the form of shares of Class C common stock, par value $0.0001 per share, of Domesticated SPAC based on the Exchange Ratio (the “SPAC Class C Common Stock” and, together with the SPAC Class A Common Stock and SPAC Class B Common Stock, the “SPAC Common Stock”), which entitle the holder to one-quarter (1/4th) of a vote per share in matters submitted to the stockholders of Domesticated SPAC for approval. The “Exchange Ratio” will be equal to (i) (A) the sum of the Equity Value plus the aggregate exercise price of all Company Options outstanding and vested as of immediately prior to the First Effective Time, divided by (B) (x) the total number of shares of common stock of the Company (“Company Common Stock”) outstanding as of immediately prior to the First Effective Time (after giving effect to the conversion of each share of preferred stock of the Company and simple agreement for future equity (SAFE) instrument of the Company into shares of Company Common Stock, in accordance with their respective terms, prior to the Closing), (y) the total number of shares of Company Common Stock issuable in respect of outstanding options to purchase shares of the Company (“Company Options”), to the extent outstanding and vested as of immediately prior to the First Effective Time, and restricted stock units of the Company (“Company RSUs”), to the extent outstanding as of immediately prior to the First Effective Time and that will vest in full solely as a result of the Mergers, and (z) the total number of shares of capital stock of the Company issuable in respect of outstanding warrants to purchase shares of the Company, on an as-converted to Company Common Stock basis (on a net issuance basis), in each case to the extent outstanding and vested as of immediately prior to the First Effective Time, divided by (ii) $10.00.
In addition, during the time period commencing on the Closing Date and ending on the earlier of (i) the five-year anniversary of the Closing Date and (ii) a change in control (the “Earnout Period”), the Domesticated SPAC will issue to eligible holders of pre-Closing securities of the Company up to 70,000,000 additional shares of SPAC Common Stock in the aggregate (the “Earnout Shares”), subject to certain adjustments set forth in the Merger Agreement. The Earnout Shares are issuable in three tranches of which the first two are for 23,330,000 shares of SPAC Common Stock and the last of which is for 23,340,000 shares of SPAC Common Stock, all of which are subject to adjustments, upon the satisfaction of certain price targets set forth in the Merger Agreement, which price targets will be based upon (a) the dollar volume-weighted average price of one share of SPAC Common Stock on the principal securities exchange or securities market on which the shares of SPAC Common Stock are then traded (“VWAP”), for any twenty trading days within any one hundred eighty consecutive trading day period within the Earnout Period or (b) if the Domesticated SPAC undergoes a change of control, the price per share received by stockholders of TVA in such change of control transaction (or if consideration is not received by stockholders of TVA, the price per share implied by such transaction). The Earnout Shares will be issued to eligible holders of pre-Closing securities in the same form of SPAC Common Stock issued to such holders as the merger consideration described above.
Treatment of Equity Awards of the Company
As a result of the Mergers, each Company Option outstanding and unexercised as of immediately prior to the First Effective Time, whether vested or unvested, will be assumed by Domesticated SPAC, and will become an option to purchase (x) SPAC Class A Common Stock to the extent such Company Option was granted under the 2017 Share Plan of the Company, as amended from time to time (the “2017 Plan”) or (y) SPAC Class C Common Stock to the extent such Company Option was granted under the 2021 Plan, on the same terms and conditions (including applicable vesting, exercise, termination and expiration provisions) as are in effect with respect to the Company Option immediately prior to the First Effective Time (each, an “Exchanged Option”). Each Exchanged Option will represent the right to acquire the whole number of shares of SPAC Common Stock equal to the product of the number of shares of Company Common Stock that were subject to such option immediately prior to the First Effective Time, multiplied by the Exchange Ratio, and such Exchanged Option’s per-share exercise price will be equal to the quotient of the exercise price per share of Company Common Stock immediately prior to the First Effective Time divided by the Exchange Ratio, with any fractional share otherwise resulting rounded down to the nearest whole share.
As a result of the Mergers, all Company RSUs outstanding and unvested as of immediately prior to the First Effective Time will be assumed and converted into restricted stock units with respect to SPAC Class A Common Stock on the same terms and conditions (including applicable vesting, settlement, and termination provisions) as are in effect with respect to each such award of Company RSUs immediately prior to the First Effective Time (each, an “Exchanged RSU”). Each Exchanged RSU will represent the number of shares of SPAC Class A Common Stock equal to the product of the number of whole shares of Company Common Stock that were subject to such award of Company RSUs immediately prior to the First Effective Time multiplied by the Exchange Ratio, subject to rounding.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations, warranties and covenants made by each of the Company, TVA, Merger Sub I and Merger Sub II, including, among others, covenants providing for (i) the operation of the parties’ respective businesses during the interim period between the execution of the Merger Agreement and prior to the Closing, (ii) TVA and the Company’s efforts to satisfy conditions to the Closing, (iii) TVA and the Company to cease discussions for alternative transactions, (iv) TVA to prepare and file a registration statement and a proxy statement on Form S-4 (the “Registration Statement”) for the purpose of soliciting proxies from TVA’s shareholders to vote on certain matters related to the Transactions (the “SPAC Stockholder Matters”), including adoption of the Merger Agreement and approval of the Transactions, approval of the Domestication (including adoption of the Domesticated SPAC Charter upon such Domestication), approval of the issuance of SPAC Common Stock in connection with the Transactions and certain other matters at a special meeting called of TVA’s shareholders (the “Special Meeting”) and (v) the Company to solicit approval of certain matters by the stockholders of the Company by written consent, including adoption of the Merger Agreement and approval of the Transactions (the “Company Stockholder Matters”). In addition, if the Closing is not reasonably expected to occur prior to October 24, 2026, which is the deadline by which TVA must complete a business combination transaction, upon the request of the Company and on the terms of the Merger Agreement, TVA is required to seek the approval of its shareholders to extend such deadline to June 2, 2027 (the “SPAC Extension”).
Conditions to Closing
The Closing is subject to customary closing conditions for special purpose acquisition company transactions, including, among others: (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) no order by a governmental authority preventing, materially restraining, enjoining or otherwise prohibiting the consummation of the Transactions or law being in force that prevents or materially restrains the consummation of the Transactions; (iii) TVA having at least $5,000,001 of net tangible assets remaining after TVA shareholder redemptions; (iv) approval by TVA’s shareholders of the SPAC Stockholder Matters; (v) approval by the Company’s stockholders of the Company Stockholder Matters; (vi) the adoption and execution of any organizational documents or agreements necessary to give effect to the governance arrangements contemplated by the Merger Agreement and the other transaction documents contemplated therein; (vii) shares of SPAC Class A Common Stock being listed on the Nasdaq or other stock exchange mutually agreed between TVA and the Company (the “Stock Exchange”); (viii) the Registration Statement becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (ix) the amount of cash available in TVA’s trust account (after reduction for the aggregate amount of TVA shareholder redemptions) plus the gross proceeds received by TVA from the Convertible Note Investment (as defined below) and the PIPE Investment (as defined below), calculated before the payment of any transaction expenses, being at least equal to $40,000,000 as of the Closing, subject to waiver of such condition as provided for in the Merger Agreement and (x) no SPAC Material Adverse Effect or Material Adverse Effect, as applicable and in each case as defined in the Merger Agreement, has occurred and is continuing.
Termination
The Merger Agreement may be terminated in customary circumstances set forth in the Merger Agreement, including, among others: (i) by mutual written consent of TVA and the Company; (ii) by either TVA or the Company if the Transactions are not consummated on or before October 24, 2026, or if the TVA’s shareholders approve the SPAC Extension, June 2, 2027; (iii) by either TVA or the Company if the consummation of the Mergers is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation; (iv) by either TVA or the Company if the other party has breached any of its covenants, agreements, representations or warranties which would result in the failure of certain conditions to be satisfied at the Closing, subject to cure rights; (v) by either TVA or the Company if, at the Special Meeting, the Transactions and the other SPAC Stockholder Matters required to consummate the Transactions shall fail to be approved by holders of TVA’s outstanding shares; or (vi) by TVA if the Company fails to obtain the written consent of the Company’s stockholders holding the requisite number of shares of capital stock of the Company necessary to approve the Company Stockholder Matters (the “Company Stockholder Approval”) within 48 hours of the Registration Statement being declared effective.
The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement and any related agreements. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. It is not intended to provide any other factual information about TVA, the Company, or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in TVA’s public disclosures.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Related Agreements
Company Voting and Support Agreement
Concurrently with the execution of the Merger Agreement, certain stockholders of the Company entered into the Company Voting and Support Agreements (each, a “Company Voting and Support Agreement”), with TVA and the Company, in their capacity as such. Under the terms of the Company Voting and Support Agreements, such stockholders of the Company have agreed, among other things, to deliver written consents to adopt the Merger Agreement and approve the Transactions, and to vote or consent in opposition to alternative transactions and other matters that could reasonably be expected to materially delay or impair the ability of the Company to consummate the Transactions. The stockholders of the Company party to the Company Voting and Support Agreements hold sufficient shares of stock of the Company to effect the Company Stockholder Approval. In addition, each Company stockholder party to a Company Voting and Support Agreement has agreed to refrain from exercising any dissenters’ rights under applicable law. The Company Voting and Support Agreements also contain certain restrictions on the transfer of the shares of stock of the Company held by such stockholders prior to the Closing, subject to certain exceptions.
The foregoing description of the Company Voting and Support Agreement is not complete and is qualified in its entirety by reference to the form of Company Voting and Support Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, TVA’s sponsor, Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company (the “Sponsor”), TVA and the Company, together with Troy Rillo, Mark Angelo, Scott Glabe, Alan Garten and Lawrence Glick, each of whom is a member of TVA’s board of directors and/or management team (the “Insiders”), entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things: (a) at the Special Meeting to be present in person or by proxy and vote, or cause to be voted at such meeting, all shares of capital stock of TVA held by the Sponsor (the “Sponsor Securities”) or held by an affiliate of Sponsor, YA II PN, Ltd., a Cayman Islands exempted company (the “Sponsor Affiliate”, and such shares, the “Sponsor Affiliate Securities”), entitled to vote thereon (i) in favor of the SPAC Stockholder Matters and (ii) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any Special Meeting; (b) at the Special Meeting to be present in person or by proxy and vote, or cause to be voted at such meeting, all Sponsor Securities and Sponsor Affiliate Securities entitled to vote thereon against (i) any business combination other than with the Company, its stockholders and their respective affiliates and representatives; (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of TVA; (iii) any change in the business, management or board of directors of TVA; and (iv) certain other actions, proposals or agreements; and (c) if approval of the SPAC Extension is sought from TVA’s shareholders, the Sponsor shall vote all of its SPAC Class B Ordinary Shares and any other shares acquired by the Sponsor in favor of any proposal approving such SPAC Extension. In addition, the Sponsor and the Insiders, automatically and without any further action by the Sponsor or TVA, irrevocably (a) waive any adjustment to the conversion ratio set forth in the Existing SPAC Governing Document and any rights to other anti-dilution protections pursuant to TVA’s Amended and Restated Memorandum and Articles of Association, as adopted by special resolution on April 22, 2025, or otherwise, and, as a result, the shares of SPAC Class B Ordinary Shares shall convert into SPAC Common Stock (or such equivalent security) in connection with the Domestication and consummation of the Mergers on a one-for-one basis, and (b) agree not to assert or perfect any rights to adjustment or other anti-dilution protections, in each case, in connection with the Transactions.
Furthermore, in the event that all fees, costs and expenses of TVA incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of the Merger Agreement, the other agreements pertaining to the Transactions, the performance and compliance with all such agreements and covenants to be performed or complied with at or before Closing, and the consummation of the Transactions, each as described in the Merger Agreement (collectively, the “SPAC Transaction Expenses”), other than specified SPAC Transaction Expenses, exceed $7.5 million (such excess amounts, the “Excess Amounts”), then the Sponsor will either (at its sole discretion) at or prior to the Closing (i) pay, or cause an affiliate of the Sponsor to pay, such Excess Amounts to TVA or an account designated by TVA in cash, by wire transfer of immediately available funds to an account designated by TVA or (ii) forfeit such number of SPAC Class B Ordinary Shares (the “Founder Shares”) or shares of SPAC Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares equal to (A) (1) the Excess Amount minus (2) any cash amounts paid pursuant to the foregoing clause (i) divided by (B) $10.00 (the “Forfeited Shares”); provided that the number of Forfeited Shares shall not be in excess of the number of Founder Shares owned by the Sponsor as of the date thereof.
The foregoing description of the Sponsor Support Agreement is not complete and is qualified in its entirety by reference to the Sponsor Support Agreement filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated by reference herein.
Amended and Restated Registration Rights Agreement
That certain Registration Rights Agreement by and between TVA, the Sponsor, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (f/k/a Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC) (“Cohen”), and Clear Street LLC (“Clear Street,” and together with the Sponsor and Cohen, the “Existing Holders”), dated April 22, 2025 (the “Registration Rights Agreement”), has been amended and restated in its entirety (the “A&R Registration Rights Agreement”) with the Sponsor Affiliate and certain persons and entities receiving SPAC Common Stock in connection with the Mergers (together with the Existing Holders, the “Holders”) being added as parties to the A&R Registration Rights Agreement, a copy of which is attached as Exhibit E to the Merger Agreement, with such A&R Registration Rights Agreement to become effective as of the Closing of the First Merger. Pursuant to the A&R Registration Rights Agreement, TVA agrees to use commercially reasonable efforts to (i) file with the Securities and Exchange Commission (“SEC”) (at TVA’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Holders within 10 business days after the Closing (the “Resale Registration Statement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof, but in no event later than 45 business days after the Closing Date. In addition, in certain circumstances, the Holders may demand in the aggregate up to three underwritten offerings and will be entitled to customary piggyback registration rights.
Furthermore, pursuant to the A&R Registration Rights Agreement, subject to certain exceptions set forth in the Registration Rights Agreement, the Holders have agreed not to transfer their respective shares for a period of 360 days following the Closing Date (the “Lock-Up Period”). Subject to certain exceptions to the termination of transfer restrictions with respect to shares of SPAC Common Stock issued as Earnout Shares (the “Lock-Up Earnout Shares”) or held directly or indirectly by certain founder executives of the Company (the “Plus Founder Shares”), such transfer restrictions terminate (a) as to 50% of a Holder’s shares upon the earlier of 180 days after the Closing (the “Reduced Lock-Up Period”) and the date on which the VWAP of the SPAC Class A Common Stock equals or exceeds $12.50 per share during any 20 trading days within any 180 consecutive trading day period following the Closing, and (b) other than Lock-Up Earnout Shares and Plus Founder Shares, with respect to all of a Holder’s shares upon the date on which the VWAP of the SPAC Class A Common Stock equals or exceeds $15.00 per share during any 20 trading days within any 180 consecutive trading day period following the Closing. Furthermore, the Sponsor is not subject to certain other transfer restrictions as described in the A&R Registration Rights Agreement, and, in addition, with respect to all of the shares of SPAC Class A Common Stock into which the SPAC Class B Ordinary Shares convert upon the Domestication, the transfer restrictions will terminate 120 days after the Closing. Similar transfer restrictions will apply to the shares of SPAC Common Stock issued to former securityholders of the Company in connection with the Mergers pursuant to the Bylaws of Domesticated SPAC in effect following the Domestication and the Closing.
The foregoing description of the A&R Registration Rights Agreement is not complete and is qualified in its entirety by reference to the A&R Registration Rights Agreement filed as Exhibit 10.5 to this Current Report on Form 8-K, which is incorporated by reference herein.
Convertible Note and Warrant Subscription Agreements
Concurrently with the execution and delivery of the Merger Agreement, TVA and the Company entered into subscription agreements (the “Convertible Note and Warrant Subscription Agreements”) with certain accredited investors and qualified institutional buyers (collectively, the “Note Investors”), pursuant to which, among other things, TVA agreed to issue and sell to the Note Investors, in a private placement to close following the Domestication and substantially concurrently with the closing of the Mergers: (i) Senior Guaranteed Convertible PIK Notes (each, a “Convertible Note” and collectively, the “Convertible Notes”) in an aggregate original principal amount of $63,888,888, issued at a 10% original issue discount (resulting in net cash proceeds to the Domesticated SPAC of $57,500,000, to be used for general corporate and working capital purposes), and (ii) warrants to purchase shares of SPAC Class A Common Stock (the “Convertible Note Warrants” and, together with the Convertible Notes, the “Convertible Note Investment”), with the number of shares issuable upon exercise of the Convertible Note Warrants to be equal to 100% of the original principal amount of the applicable Convertible Note divided by $12.00.
The Convertible Notes, once issued at the closing of the Convertible Note Investment, will be senior unsecured obligations of Domesticated SPAC, guaranteed by the Guarantors (as defined below) pursuant to the Guaranty (as defined below). The Convertible Note and Warrant Subscription Agreements contain customary covenants and customary closing conditions, including the approval for listing of the shares underlying the Convertible Notes and the Convertible Note Warrants, available closing SPAC cash of at least $40,000,000 unless waived by TVA and the Company (provided that a failure of such available closing cash condition to be met does not excuse an investor’s funding obligation under the Subscription Agreements (as defined below)), and the absence of any amendment, modification or waiver of the Merger Agreement reasonably expected to materially and adversely affect a Note Investor’s expected economic benefits without that Note Investor’s consent.
The Convertible Note and Warrant Subscription Agreements contain a standstill provision pursuant to which, from the date thereof until the date that is six months from the effective date of the Resale Registration Statement (the “Standstill Termination Date”), TVA shall not, without the prior written consent of YA II PN, Ltd., issue any shares of SPAC Class A Common Stock or securities convertible into or exercisable or exchangeable for SPAC Class A Common Stock, subject to certain exempt issuances.
Convertible Notes
The Convertible Notes will bear interest on the outstanding principal amount for each monthly interest period, as (i) entirely cash interest at 8.00% per annum, (ii) entirely PIK interest at 10.00% per annum, capitalized and added to the outstanding principal amount, or (iii) a combination of cash and PIK interest, in each case, at the Domesticated SPAC’s election by written notice delivered at least five business days before the applicable interest payment date. Cash interest is payable monthly in arrears. If the Domesticated SPAC does not timely make an election, interest for that period will be entirely PIK interest. Upon the occurrence and during the continuance of an event of default under the Convertible Notes, the applicable cash and PIK interest rates will increase by 2.00% per annum, to 10.00% and 12.00%, respectively. Domesticated SPAC must maintain, as of the last business day of each calendar month, unrestricted cash and cash equivalents of at least $10,000,000; failure to do so increases each applicable rate by 1.00% per annum from the first day of the following month until the requirement is satisfied as of a subsequent month-end. The Convertible Notes will mature on the fifth anniversary of the Closing Date (the “Maturity Date”), subject to earlier conversion, redemption or repurchase of any Convertible Notes.
At any time on or after the issuance of the Convertible Notes and before the close of business on the business day immediately preceding the Maturity Date, each holder may convert all or any portion of a Convertible Note, together with accrued and unpaid cash interest, into shares of SPAC Class A Common Stock (with partial conversions generally subject to a minimum principal amount of $100,000) at a conversion price equal to 95% of the lowest daily VWAP during the five consecutive trading days preceding the applicable conversion date, subject to a $5.00 per-share floor and other adjustments under the Convertible Note. If a holder converts before the third anniversary of the Closing Date, Domesticated SPAC must also pay an interest make-whole amount equal to the present value, discounted at the then-applicable U.S. Treasury rate plus 50 basis points, of the remaining scheduled cash interest payments that would have been payable at 8.00% per annum through the third anniversary, payable in cash or, at Domesticated SPAC’s election and subject to the Convertible Note, shares of SPAC Class A Common Stock. Upon a Make-Whole Fundamental Change, a holder converting during the specified period will be entitled to an increased conversion rate based on a conversion price equal to 95% of the lowest of the transaction price and the lowest daily VWAPs during the applicable five-Trading-Day periods before the effective date and announcement of the Make-Whole Fundamental Change, subject to the conversion price floor. The conversion price and conversion price floor are also subject to anti-dilution adjustments, including a full-ratchet reduction of the floor for certain qualifying issuances below the then-current floor. If the issuance of shares upon conversion would exceed applicable exchange-cap limitations before required stockholder approval, the Domesticated SPAC shall either pay the entire amount in cash or deliver to the holder shares up to the permitted amount with the balance paid in cash, at the holder's election.
During the period beginning 30 calendar days before the Maturity Date and ending on the fifth business day before the Maturity Date, the holder may require Domesticated SPAC to repurchase the entire Convertible Note for cash at 100% of its “Accrued Value,” consisting of the outstanding principal amount, including capitalized PIK interest, plus accrued and unpaid cash interest and other amounts then due under the Convertible Note. Unless previously converted, redeemed or repurchased, any portion not so put will automatically be settled at maturity in shares of SPAC Class A Common Stock at a maturity conversion price equal to the conversion price then in effect, subject to applicable stockholder approval and exchange-cap limitations, with cash payable for any portion that cannot be settled in shares. Following the effectiveness of the resale registration statement, Domesticated SPAC may redeem a Convertible Note in whole, and not in part without the holder’s consent, upon not less than 30 trading days’ nor more than 60 calendar days’ prior notice for cash at 130% of Accrued Value before the second anniversary of the Closing Date and 120% of Accrued Value thereafter, subject to the conditions in the Convertible Note. A holder may convert during the redemption notice period, and any redemption value shortfall is payable in cash, shares or a combination, as provided in the Convertible Note. In the event of a Fundamental Change (as such term is defined in the Note), a holder may require Domesticated SPAC to repurchase all or any portion of a Convertible Note for cash at 130% of Accrued Value before the second anniversary of the closing of the Convertible Note Investment and 120% of Accrued Value on or after the second anniversary, including on or after maturity.
The Convertible Notes are direct, senior unsecured obligations, ranking senior in right of payment to subordinated and other unsecured indebtedness except as permitted by the Convertible Note; in a liquidation, the holder is entitled to receive the Accrued Value before distributions on subordinated debt or equity. The Convertible Notes contain affirmative and negative covenants, including restrictions on additional indebtedness, liens, restricted payments, preferred or disqualified stock, certain affiliate transactions and asset dispositions, Fundamental Changes, adverse amendments to organizational documents and certain variable-rate transactions, certain of which may not be amended or waived without the Sponsor Affiliate’s consent. Events of default include payment, conversion or settlement, covenant, representation, cross-default, bankruptcy, judgment, delisting, share reservation, minimum liquidity and guaranty defaults. Bankruptcy events result in automatic acceleration of the Convertible Notes, while other events permit each holder to accelerate its Convertible Notes.
Until the Standstill Termination Date, each Note Investor has agreed, subject to specified exceptions (including the transactions contemplated by the Forward Purchase Agreement, open-market purchases and sales, and separate portfolio-management arrangements), not to engage in hedging transactions or short sales that result in a net short cash position in respect of any securities of TVA, including through affiliates or persons acting at its direction.
Convertible Note Warrants
Each Convertible Note Warrant will be exercisable in whole or in part immediately upon issuance (the “Initial Exercise Date”) for one share of SPAC Class A Common Stock at an initial exercise price of $12.00 per share and will expire five years after the Initial Exercise Date (the “Termination Date”). The Convertible Note Warrants may be exercised for cash or, if elected by the holder and available under the Warrant Certificate, on a net-issuance basis, and will be automatically exercised on a net-issuance basis on the Termination Date. An investor may elect a beneficial ownership limitation of 4.9%, 9.9%, 19.9% or another specified percentage. The exercise price and number of underlying shares are subject to certain adjustments, including adjustments for stock splits, dividends, rights offerings and certain issuances, subject to a floor price of $5.00 per share; provided, that a full-ratchet adjustment applies upon certain qualifying offerings of SPAC Class A Common Stock or securities convertible, exchangeable or exercisable for SPAC Class A Common Stock, which reduces the exercise price to the lower of the new issuance price and the lowest daily VWAP during the five trading days following the issuance, and the $5.00 per-share floor does not limit that reduction. Separately, on each nine-month anniversary of the Closing Date (each, a “Reset Date”), the exercise price automatically resets, if lower, to the greater of (i) the applicable lowest daily VWAP during the five consecutive trading days ending on and including that Reset Date and (ii) the $5.00 per-share floor, without increasing the exercise price, with a corresponding adjustment to the number of underlying shares so that the aggregate exercise price remains unchanged. The form of Warrant Certificate applicable to the Convertible Note Warrants is the same as the form applicable to the PIPE Warrants (as defined below).
Guaranty
Concurrently with the closing of the Convertible Note Investment, the Company and each of the subsidiaries of the Company (such subsidiaries, collectively, the “Guarantors”) will enter into a Global Guaranty Agreement (the “Guaranty”), pursuant to which each Guarantor will jointly and severally guarantee the full and unconditional payment and performance of all obligations under the Convertible Notes. Any entity that becomes a subsidiary of the Company after the date of issuance will be required to execute a joinder to the Guaranty within 15 business days of becoming a subsidiary and will thereafter be a Guarantor. The Convertible Notes and the obligations of the Guarantors under the Guaranty will not be secured by any lien or security interest in the assets of the Company or any Guarantor.
The foregoing description of the Convertible Note and Warrant Subscription Agreements, the Convertible Notes, the Guaranty and the Warrant Certificate is not complete and is qualified in its entirety by reference to the form of Convertible Note and Warrant Subscription Agreement filed as Exhibit 10.3 to this Current Report on Form 8-K, and the forms of Convertible Note, Guaranty and Warrant Certificate attached therein as Exhibits A, B and C, respectively, each of which is incorporated by reference herein.
PIPE Subscription Agreements
Concurrently with the execution and delivery of the Merger Agreement, TVA and the Company entered into subscription agreements (the “PIPE Subscription Agreements” and, together with the Convertible Note and Warrant Subscription Agreements, the “Subscription Agreements”) with certain accredited investors and qualified institutional buyers (collectively, the “PIPE Investors”), pursuant to which, among other things, TVA agreed to issue and sell to the PIPE Investors, in a private placement to close following the Domestication and substantially concurrently with the closing of the Mergers, shares of SPAC Class A Common Stock and warrants to purchase shares of SPAC Class A Common Stock (the “PIPE Warrants”), for an aggregate purchase price of approximately $4.0 million (the “PIPE Investment”).
The PIPE Subscription Agreements contain a standstill provision on the same terms as provided under the Convertible Note and Warrant Subscription Agreements.
PIPE Warrants
The PIPE Warrants will be evidenced by the same form of Warrant Certificate and will have the same terms as the Convertible Note Warrants described above.
Forward Purchase Agreement
On August 27, 2026, TVA and the Sponsor Affiliate entered into a Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of August 27, 2026 (the “Forward Purchase Agreement”), pursuant to which TVA agreed to pay to the Sponsor Affiliate a prepayment amount equal to the product of up to 1,050,000 SPAC Class A ordinary shares (the “FPA Shares”) multiplied by the applicable per-share redemption price (the “Prepayment Amount”). TVA is expected to pay the Prepayment Amount to the Sponsor Affiliate one business day following the Closing. The Forward Purchase Agreement matures 35 days after the Closing.
Prior to maturity, the Sponsor Affiliate may sell FPA Shares to third-parties at a price of at least $12.00 per share and pay to TVA an early termination obligation equal to the number of shares sold multiplied by the redemption price, reducing the number of FPA Shares to be returned to TVA at maturity. No FPA Shares will be delivered to TVA prior to maturity. Upon maturity, in exchange for the return of any remaining FPA Shares to TVA, TVA shall pay the Sponsor Affiliate a settlement amount equal to the number of remaining FPA Shares multiplied by the redemption price, which settlement amount is fully offset by the Prepayment Amount previously paid to the Sponsor Affiliate, resulting in no additional cash payment at maturity. If the Merger Agreement is terminated pursuant to its terms prior to Closing, the Forward Purchase Agreement terminates without amounts or other obligations owed by either party. The Sponsor Affiliate waived redemption rights with respect to the FPA Shares during the term of the Forward Purchase Agreement.
The foregoing description of the Forward Purchase Agreement is not complete and is qualified in its entirety by reference to the Forward Purchase Agreement filed as Exhibit 10.6 to this Current Report on Form 8-K, which is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Convertible Note Investment and the PIPE Investment is incorporated by reference herein. The securities issuable in connection with the Convertible Note Investment and the PIPE Investment will not be registered under the Securities Act. Such securities will be offered and sold in private placements or issued upon conversion or exercise of securities sold in such private placements, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
| Item 7.01 | Regulation FD Disclosure. |
On September 3, 2026, TVA and the Company issued a press release announcing the Transactions and made available two separate investor presentations in relation therewith. Copies of the press release and the two investor presentations are each furnished as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively, to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of TVA under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
Additional Information About the Proposed Transaction and Where to Find It
The proposed transaction will be submitted to shareholders of TVA for their consideration. TVA intends to file the Registration Statement with the SEC, which will include preliminary and definitive proxy statements to be distributed to TVA’s shareholders in connection with TVA’s solicitation of proxies for the vote by TVA’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Company stockholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to Company stockholders and TVA shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, TVA shareholders and Company stockholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by TVA in connection with the proposed transaction, as these documents will contain important information about TVA, the Company and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by TVA with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Texas Ventures Acquisition III Corp, 1012 Springfield Avenue, Mountainside, NJ 07092.
Forward-Looking Statements
This Current Report on Form 8-K 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,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “plan,” “seek,” or “continue” or the negative of these words or other similar terms or expressions related to expectations, strategy, plans or intentions. Forward-looking statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the value of autonomous driving solutions; projections of development and commercialization costs and timelines; expectations regarding the Company’s ability to execute its business model and the expected financial benefits of such model; expectations regarding the Company’s ability to attract, retain, and expand its customer base; the Company’s deployment of its HyperFoundry and SuperDrive platforms; the Company’s expectations concerning relationships with strategic partners, suppliers, governments, regulatory bodies and other third parties; future ventures or investments in companies, products, services, or technologies; development of favorable regulations and government incentives affecting the Company’s markets; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for the Company to increase in value.
These forward-looking statements should not be relied upon as predictions of future events. Such forward-looking statements have been based on current expectations and projections about future events and trends that may affect TVA’s and the Company’s business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including: that the Company is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; the Company’s historical net losses and limited operating history; the Company’s expectations regarding future financial performance, capital requirements and unit economics; the Company’s use and reporting of business and operational metrics; the Company’s competitive landscape; the Company’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the capital requirements of the Company’s business plans and the potential need for additional future financing; the Company’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; the Company’s reliance on strategic partners and other third parties; the Company’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of TVA could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change, or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against the Company or TVA; failure to realize the anticipated benefits of the proposed transaction; the ability of TVA or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in TVA’s filings with the SEC. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of the Company and TVA. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by the Company, TVA or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of the Company’s and TVA’s management as of the date of this Current Report on Form 8-K; subsequent events and developments may cause their assessments to change. While the Company and TVA may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.
Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible to predict all risks and uncertainties that could have an impact on these forward-looking statements. There can be no assurance that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, the forward-looking statements reflect the beliefs and opinions of TVA’s and the Company’s management on the relevant subject. These statements are based upon information available to them as of the date of this Current Report on Form 8-K, and while they believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such forward-looking statements should not be read to indicate that either TVA or the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These forward-looking statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
An investment in TVA is not an investment in any of TVA’s founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of TVA, which may differ materially from the performance of its founders’ or sponsors’ past investments.
Participants in the Solicitation
TVA, the Company 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 TVA’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of TVA’s shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed by TVA with the SEC. You can find more information about TVA’s directors and executive officers in TVA’s final prospectus related to its initial public offering filed with the SEC on April 23, 2025, and in the Annual Reports on Form 10-K filed by TVA with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the 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 Current Report on Form 8-K 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 Current Report on Form 8-K 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. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
The Exhibit Index is incorporated by reference herein.
| Exhibit No. |
Description |
| 2.1* | Agreement and Plan of Merger and Reorganization, dated as of September 2, 2026, by and among Texas Ventures Acquisition III Corp, TVAC Merger Sub I, Inc., TVAC Merger Sub II, LLC and Plus Automation, Inc. |
| 10.1* | Form of Company Voting and Support Agreement, dated as of September 2, 2026, by and among Texas Ventures Acquisition III Corp, Plus Automation, Inc. and the Stockholders named therein. |
| 10.2 | Sponsor Support Agreement, dated as of September 2, 2026, by and among Texas Ventures Acquisition III Corp, Yorkville Acquisition Sponsor II, LLC, Plus Automation, Inc., Troy Rillo, Mark Angelo, Scott Glabe, Alan Garten and Lawrence Glick. |
| 10.3 | Form of Convertible Note and Warrant Subscription Agreement, dated as of September 2, 2026, by and among Texas Ventures Acquisition III Corp, the Company and the purchasers named therein. |
| 10.4 | Form of PIPE Subscription Agreement, dated as of September 2, 2026, by and among Texas Ventures Acquisition III Corp, Plus Automation, Inc. and the purchasers named therein. |
| 10.5 | Amended and Restated Registration Rights Agreement, dated as of September 2, 2026, by and among PlusAI Holdings, Inc. (F/K/A Texas Ventures Acquisition III Corp) and the counterparties named therein. |
| 10.6 | Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of August 27, 2026, by and between Texas Ventures Acquisition III Corp and YA II PN, Ltd. |
| 99.1 | Joint Press Release of Texas Ventures Acquisition III Corp and Plus Automation, Inc., dated September 3, 2026. |
| 99.2 | Short Form Investor Presentation of Texas Ventures Acquisition III Corp and Plus Automation, Inc., dated September 3, 2026. |
| 99.3 | Long Form Investor Presentation of Texas Ventures Acquisition III Corp and Plus Automation, Inc., dated September 3, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Texas Ventures Acquisition III Corp agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Texas Ventures Acquisition III Corp | ||
| Dated: September 2, 2026 | ||
| By: |
/s/ Troy Rillo | |
| Name: | Troy Rillo | |
| Title: | Chief Executive Officer & Chief Financial Officer | |
Exhibit 99.1
PlusAI, a Leader in Physical AI Pioneering AI-Based Virtual Driver Software For Factory-Built Autonomous Trucks, to Become Publicly Listed Through Business Combination with Texas Ventures Acquisition III Corp
| ● | Transaction values PlusAI at approximately $800 million pre-money equity value |
| ● | Transaction potentially brings up to approximately $300 million in capital between $60+ million of fully committed financing and the Texas Ventures Acquisition III Corp trust of approximately $236 million, to support PlusAI’s execution of its commercialization roadmap |
| ● | HyperFoundry™, PlusAI’s integrated software development platform to develop and validate autonomous and Physical AI systems, has generated $25 million of revenue, and PlusAI is targeting an aggregate of $40-50 million of contracted revenue in 2026. |
| ● | SuperDrive™, PlusAI’s Level 4 autonomous driving system for commercial trucks, is being deployed with autonomous fleet trials; Estimated opportunity is $1B+ ARR at scale |
| ● | Capital-efficient, OEM-led software model enables scalable deployment and global expansion with PlusAI’s partners, including TRATON, Hyundai and IVECO |
| ● | Positioned to address the $1.7 trillion trucking market with a recurring Driver-as-a-Service model |
| ● | Transaction expected to support PlusAI’s commercialization roadmap, including continued OEM integration and targeted 2027 commercial launch of factory-built autonomous trucks |
SANTA CLARA, CA and NEW YORK, NY — September 3, 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”), a global asset manager that has completed transactions valued at over $9 billion since its founding in 2001, announced today that they have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company will operate as PlusAI.
The transaction comes as PlusAI enters a period of accelerating commercial momentum. PlusAI is actively operating autonomous freight routes in Texas with Ryder and International and is working with global truck manufacturers, including TRATON, Hyundai and IVECO, to advance its commercial launch of factory-built autonomous trucks integrated with SuperDrive™ targeted for 2027. PlusAI has generated $25 million of revenue through its HyperFoundry platform, and is targeting an aggregate of $40–50 million of contracted revenue in 2026.
David Liu, Co-Founder and CEO of PlusAI, said, “This transaction validates a year of significant execution and operational milestones for PlusAI. We are operating autonomous freight routes in Texas today, expanding our OEM partnerships, and successfully monetizing the proprietary data, models and simulation capabilities we have built over the past decade. HyperFoundry is generating revenue today while SuperDrive advances toward commercial launch in 2027. We believe this combination of near-term revenue, a capital-efficient software business model, and a clear path to large-scale autonomous trucking deployment uniquely positions PlusAI for long-term growth.”
Troy Rillo, CEO of Texas Ventures III, said, “PlusAI is a leader in autonomy and is positioned to provide one of the leading solutions to make autonomous trucking a commercial reality. PlusAI pairs real revenue today with a credible path to large-scale deployment, while remaining highly disciplined and capital-efficient. Our conviction is reflected in the capital we are committing alongside the transaction. We are excited to partner with David and the team to bring PlusAI to the public markets.”
PlusAI: A Compelling Physical AI Investment Opportunity
Revenue Today, Autonomy Tomorrow: HyperFoundry monetizes proprietary Physical AI assets today, with $25 million of revenue year-to-date and a target of $40–50 million of contracted revenue for full-year 2026, while SuperDrive provides long-term upside through a recurring Driver-as-a-Service model targeted for commercial launch in 2027.
Proven Autonomous Driving Technology Operating in Commercial Freight Today: SuperDrive is already transporting freight in commercial operations in Texas with Ryder and International, providing real-world validation and operational data.
Capital-Efficient, OEM-Led Commercialization: PlusAI partners with TRATON, Hyundai and IVECO to deploy factory-built autonomous trucks through existing manufacturing, sales and service channels.
Addressing a Massive Market Opportunity: Autonomous trucking addresses driver shortages, rising labor costs and increasing freight demand while improving utilization and fleet profitability.
Disciplined Execution and AI-Native Cost Structure: PlusAI operates as a software-first company with an AI-native operating model and disciplined expense structure.
Transaction Structure and Strategic Alignment
The transaction, which values PlusAI at an $800 million pre-money equity value, is supported by up to approximately $300 million of capital through $60+ million of fully committed financing, including a significant capital commitment from funds managed by Yorkville Advisors, alongside new and existing investors, and the Texas Ventures Acquisition III trust of approximately $236 million. This committed financing will satisfy the minimum cash condition to close the transaction under the definitive business combination agreement, and is expected to provide PlusAI with capital to execute its commercialization roadmap and fund PlusAI through 2027. This structure substantially reduces transaction execution risk and positions PlusAI to remain focused on OEM integration, commercial milestones and the targeted 2027 commercial launch of factory-built autonomous trucks integrated with SuperDrive.
Existing PlusAI stockholders, the Texas Ventures III sponsor and insiders will be subject to lock-up agreements following the closing of the transaction. The transaction has been unanimously approved by the boards of both PlusAI and Texas Ventures III and is expected to close in 2026, subject to customary closing conditions. Upon closing, the combined company will continue to operate as PlusAI.
Conference Call and Webcast Information
Management of PlusAI and Texas Ventures III will host an investor conference call to discuss the proposed transaction and review an investor presentation at 7:00am ET on September 3, 2026. Interested investors may access a recording of the conference call by visiting https://plus.ai/investors.
Additional Information About the Proposed Transaction and Where to Find It
Additional information about the transaction, including a copy of the business combination agreement, will be filed by Texas Ventures III in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”). The proposed transaction will be submitted to shareholders of Texas Ventures III for their consideration. Texas Ventures III intends to file a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC, which will include preliminary and definitive proxy statements for the vote by Texas Ventures’ III shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to PlusAI’s shareholders in connection with the completion of the proposed transaction. Before making any voting or investment decision, Texas Ventures III and PlusAI shareholders are advised to read these documents when they become available. Shareholders may, once available, obtain a copy of the proxy statements, prospectus and other documents filed in connection with the proposed transaction by Texas Ventures III with the SEC, without charge, at the SEC’s website at www.sec.gov or by providing a written request to Texas Ventures III at 1012 Springfield Avenue, Mountainside, New Jersey 07092.
Advisors
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is serving as exclusive financial advisor, lead capital markets advisor, and sole placement agent to PlusAI. Wilson Sonsini Goodrich & Rosati, P.C., is serving as legal advisor to PlusAI. DLA Piper LLP (US) is serving as legal advisor to Texas Ventures Acquisition III Corp. Lowenstein Sandler LLP is serving as legal counsel to Cohen & Company Capital Markets.
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.
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,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “expect,” “potential,” “plan,” “seek,” or “continue” or the negative of these words or other similar terms or expressions related to expectations, strategy, plans or intentions. Forward-looking statements include: statements regarding the amount of capital that will remain in trust at closing; projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the value of autonomous driving solutions; projections of development and commercialization costs and timelines; expectations regarding PlusAI’s ability to execute its business model and the expected financial benefits of such model; expectations regarding PlusAI’s ability to attract, retain, and expand its customer base; PlusAI’s deployment of its HyperFoundry and SuperDrive platforms and the revenue to be generated from such platforms; PlusAI’s expectations concerning relationships with strategic partners, suppliers, governments, regulatory bodies and other third parties; future ventures or investments in companies, products, services, or technologies; development of favorable regulations and government incentives affecting PlusAI’s markets; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for PlusAI to increase in value.
These forward-looking statements should not be relied upon as predictions of future events. Such forward-looking statements have been based on current expectations and projections about future events and trends that may affect Texas Ventures III’s and PlusAI’s business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including: that PlusAI is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; PlusAI’s historical net losses and limited operating history; PlusAI’s expectations regarding future financial performance, capital requirements and unit economics; PlusAI’s use and reporting of business and operational metrics; PlusAI’s competitive landscape; PlusAI’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the capital requirements of PlusAI’s business plans and the potential need for additional future financing; PlusAI’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; PlusAI’s reliance on strategic partners and other third parties; PlusAI’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Texas Ventures III could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change, or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against PlusAI or Texas Ventures III; failure to realize the anticipated benefits of the proposed transaction; the ability of Texas Ventures III or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Texas Ventures III’s filings with the SEC.
Moreover, PlusAI operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible to predict all risks and uncertainties that could have an impact on these forward-looking statements. There can be no assurance that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, the forward-looking statements reflect the beliefs and opinions of Texas Ventures III’s and PlusAI’s management on the relevant subject. These statements are based upon information available as of the date of this press release, and while they believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such forward-looking statements should not be read to indicate that either Texas Ventures III or PlusAI have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These forward-looking statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
An investment in Texas Ventures III is not an investment in any of its founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Texas Ventures III, which may differ materially from the performance of its founders’ or sponsors’ past investments.
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 will be set forth in the proxy statement/prospectus when filed by Texas Ventures III with the SEC. You can find more information about Texas Ventures III’s directors and executive officers in Texas Ventures III’s prospectus related to its initial public offering filed with the SEC on April 23, 2025 and its most recent Annual Report on Form 10-K filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the 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. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Media Contacts
PlusAI: Lauren Kwan, pr@plus.ai
Investor Relations Contacts
PlusAI: Derrick Nueman, ir@plus.ai
Exhibit 99.2
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 1 Transforming Transportation with Physical AI Q3 2026 Copyright © 2026 PlusAI, Inc. All rights reserved. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 2 DISCLAIMER About this presentation This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business combination (the “proposed transaction”) between PlusAI Automation, Inc. (“PlusAI”) and Texas Ventures Acquisition III Corp. (“TVAC”) and potential related offering of the securities of TVAC or PlusAI in a private placement (the “proposed transactions”) and for no other purpose. By accepting this presentation, each recipient agrees to use this presentation for the sole purpose of evaluating the proposed transactions. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of TVAC and PlusAI is prohibited. The information contained herein does not purport to be all inclusive and none of PlusAI, TVAC nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will PlusAI, TVAC or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation should each make their own evaluation of PlusAI, TVAC and the proposed transactions and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Recipients should review the Registration Statement (as defined below) filed by TVAC with the SEC in connection with the proposed transactions for further information on PlusAI, TVAC or the proposed transactions. Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “plan,” “project,” “will,” “estimate,” “expect,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict”, “accelerate” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections about future events. These statements include: expectations regarding the completion of the business combination between PlusAI and TVAC; projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections of commercialization costs and timelines; expectations regarding PlusAI’s ability to demonstrate feasibility of its technologies, to attract, retain, and expand its customer base, and to develop products and services and bring them to market in a timely manner; PlusAI’s deployment of virtual driver software; PlusAI's targeted revenues from its HyperFoundry platform; the performance of PlusAI’s HyperFoundry products; expected operating expenditures and expected timeline for cash flow breakeven; PlusAI’s expected future gross margins and other economics of its software-based model; PlusAI’s expectations concerning relationships with strategic partners, suppliers, governments, regulatory bodies and other third parties; future ventures or investments in companies, products, services, or technologies; PlusAI’s ability to attract and retain qualified employees; development of favorable regulations and government incentives affecting its markets; the potential benefits of the proposed transactions and expectations related to its terms and timing; and PlusAI’s expectations concerning relationships with strategic partners. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of PlusAI and TVAC. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that PlusAI is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; PlusAI’s historical net losses and limited operating history; PlusAI’s expectations regarding future financial performance, capital requirements and unit economics; PlusAI’s use and reporting of business and operational metrics; PlusAI’s competitive landscape; PlusAI’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the capital requirements of PlusAI’s business plans and the potential need for additional future financing; PlusAI’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; PlusAI’s reliance on strategic partners and other third parties; PlusAI’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the risk that shareholders of TVAC could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change, or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against PlusAI or TVAC; failure to realize the anticipated benefits of the proposed transaction; the ability of TVAC, PlusAI, or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described under the section entitled “Risk Factors” in TVAC’s filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by PlusAI, TVAC or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of PlusAI’s and TVAC’s management as of the date of this presentation; subsequent events and developments may cause their assessments to change. While PlusAI and TVAC may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this presentation, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. An investment in TVAC is not an investment in any of its founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of TVAC, which may differ materially from the performance of its founders’ or sponsors’ past investments. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 3 DISCLAIMER CONT. About this presentation Additional Information About the Proposed Transaction and Where to Find It The proposed transaction will be submitted to shareholders of TVAC for their consideration. TVAC intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include preliminary and definitive proxy statements to be distributed to TVAC’s shareholders in connection with TVAC’s solicitation for proxies for the vote by TVAC’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to PlusAI’s shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents will be mailed to TVAC and PlusAI shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, TVAC and PlusAI shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus/consent solicitation statement and any amendments thereto and, once available, the definitive proxy statement/prospectus/consent solicitation statement, as well as other documents filed with the SEC by TVAC in connection with the proposed transaction, as these documents will contain important information about TVAC, PlusAI and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus/consent solicitation statement, once available, as well as other documents filed by TVAC with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Texas Ventures Acquisition III Corp., 1012 Springfield Ave., Mountainside, NJ 07092. Participants in the Solicitation TVAC, 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 TVAC’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of TVAC’s shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus/consent solicitation statement when it is filed by TVAC with the SEC. You can find more information about TVAC’s directors and executive officers in TVAC’s final prospectus related to its initial public offering filed with the SEC on April 23, 2025 and in the Annual Report on Form 10-K filed by TVAC with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus/consent solicitation statement when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus/consent solicitation statement 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. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Unit Economics and Use of Projections The unit economics in this presentation (“Unit Economics”) were prepared solely for internal use and not with a view toward public disclosure or toward complying with Generally Accepted Accounting Principles, any published guidelines of the SEC or any guidelines established by the American Institute of Certified Public Accountants. The Unit Economics have been prepared by PlusAI. The Unit Economics constitute forward-looking information, are for illustrative purposes only, and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying the Unit Economics are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, and other risks and uncertainties. The preparation of the Unit Economics involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. See “Forward-Looking Statements” earlier in this presentation as well as “Risk Factors” at the end of this presentation. Actual results may differ materially from the results contemplated by the Unit Economics contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected by the Unit Economics will be achieved. No Incorporation by Reference The information contained in the third-party citations and websites referenced in this communication is not incorporated by reference into this communication. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of PlusAI, TVAC, and other companies, each of which are the property of their respective owners. All third-party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. Any such appearance does not necessarily imply any endorsement of TVAC, PlusAI or the proposed transaction. Use of Data Information in this presentation is based on data and analyses from various sources as of June 1, 2026, unless otherwise indicated. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness. In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which PlusAI operates are necessarily subject to a high degree of uncertainty and risk. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 4 • 30+ years of experience founding and growing technology companies • Co-founded RedAtoms (acquired), RMG Networks (NASDAQ-listed then acquired) and InformLink (acquired) • Began career at HP, Silicon Graphics, and later McKinsey • PhD, EE, Stanford University • 30+ years of experience in the securities industry and a recognized authority in corporate and securities law • Co-CEO of Yorkville Securities, Partner at Yorkville Advisors Global, and CEO of Yorkville America • Previously a Partner at K&L Gates, Corporate Finance at Motorola • J.D., B.S., Finance, University of Florida LEADERSHIP TEAM Today’s speakers David Liu CEO & Co-Founder, PlusAI Troy Rillo Partner, Yorkville Advisors |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 5 OUR VISION Autonomous transportation will make our world safer, more efficient, and more sustainable Autonomous trucking will fundamentally transform the logistics industry |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 6 OUR PHYSICAL AI PLATFORM SuperDrive HyperFoundry Flagship Physical AI software powering L4 autonomous trucks Foundational AV development engine powering SuperDriveTM Revenue generation expected to begin in 2027 through targeted commercial launch of OEM-built L4 trucks Revenue generation TODAY through the sale of proprietary AV data and tools(3) Est. Opportunity: $1B+ ARR at Scale(1) Opportunity: $50-100M+ annually(2) AI Driver AV Data - Models - Simulation Note: (1) Based on ~$40K revenue per truck, 25,000 projected trucks for 2031. (2) Based on internal management estimates of potential revenue opportunity of HyperFoundry platform. PlusAI has recognized $25 million in revenue from the Autonomy Acceleration Program Agreement with TRATON (the “TRATON Agreement”). As of the date hereof, one definitive agreement related to the HyperFoundry platform has been signed for a total revenue of $25 million – for further information, see "Unit Economics and Use of Projections" in "About this presentation" disclaimer pages. (3) Pursuant to the TRATON Agreement, the Company recognized $25 million in revenue from provision of certain autonomy data, tools, and services to TRATON in support of the accelerated progression of TRATON’s L2+ program. Copyright © 2026 PlusAI, Inc. All rights reserved. | 6 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 7 INVESTMENT HIGHLIGHTS Why PlusAI? Autonomous driving is transforming the global heavy trucking industry, and CDL laws may accelerate human driver shortages $1.7 Trillion Market Trucks equipped with our AI virtual driving system are autonomously transporting freight today in live operations with Ryder and International Proven, On the Road Partnered with TRATON, Hyundai, Iveco; providing a scalable path to install our AI virtual driver on thousands of factory-built trucks – we do not build or retrofit trucks Contracted, Factory-Built Distribution Software-focused business model with lower OpEx than our key competitors, and path to cash-flow positive in 2027E Capital Efficient Model Going public in 2H 2026 at an attractive entry valuation compared to public peers Discounted Entry Value Higher 2026E revenue projection than our key competitors; growth is further catalyzed by targeted 2027 commercial launch of driverless trucks Significant Revenue Today |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 8 COMBINATION WITH TEXAS VENTURES III (“TVAC”)(NASDAQ:TVA) Detailed transaction overview Notes: (1) PlusAI Rollover Equity Value based on a $10.00 per share basis. (2) $4M of the committed capital is in common equity at $10.00 per Share. (3) Implies a 55.6% redemption rate and shown at $10.00 per share. (4) Does not include existing cash or debt as of announcement date. (5) Includes impact of OID and illustratively shown at the initial $12.00 per share conversion price. (6) Excludes impact of public warrants, any private placement warrants, company earnout and any long-term equity incentive plan. (7) Convertibles shown on an as-converted basis. SOURCES PlusAI Rollover Equity(1) $800 Approximate PIPE Proceeds $60 Assumed Cash from Trust(3) $100 Total Sources $960 Shares (Millions) % Own. PlusAI Shareholders(1) 80.0 77.6% TVAC Public Shareholders(3) 10.0 9.7% PIPE Investors(5) 5.6 5.4% Sponsor Shares 7.5 7.3% PF Shares Outstanding (Millions) 103.1 Share Price ($) $10.00 PF Equity Value $1,031 (-) PF Net Cash(4) ($135) PF Enterprise Value $896 USES Equity to PlusAI(1) $800 Cash to Balance Sheet $135 Estimated Transaction Expenses $25 Total Uses $960 Valuation • PlusAI is valued at $800M pre-money rollover equity(1) • Transaction implies ~$896M pro-forma enterprise value Financing • Combined Company has over $60M of committed capital from existing investors, affiliates of TVAC, and new institutional investors largely in the form of unsecured convertible notes(2) • Assumes $100M retained from Texas Venture III’s $230M Cash in Trust(3) Deal Structure • PlusAI Shareholders are expected to roll 100% of their equity and are expected to retain a pro-forma equity ownership of ~78% Transaction Highlights Pro Forma Valuation ($ Millions)(6)(7) Sources & Uses ($ Millions) Pro Forma Ownership(6)(7) |
| Thank You |
Exhibit 99.3
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 1 Transforming Transportation with Physical AI Q3 2026 Copyright © 2026 PlusAI, Inc. All rights reserved. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 2 DISCLAIMER About this presentation This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business combination (the “proposed transaction”) between PlusAI Automation, Inc. (“PlusAI”) and Texas Ventures Acquisition III Corp. (“TVAC”) and potential related offering of the securities of TVAC or PlusAI in a private placement (the “proposed transactions”) and for no other purpose. By accepting this presentation, each recipient agrees to use this presentation for the sole purpose of evaluating the proposed transactions. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of TVAC and PlusAI is prohibited. The information contained herein does not purport to be all inclusive and none of PlusAI, TVAC nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will PlusAI, TVAC or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation should each make their own evaluation of PlusAI, TVAC and the proposed transactions and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Recipients should review the Registration Statement (as defined below) filed by TVAC with the SEC in connection with the proposed transactions for further information on PlusAI, TVAC or the proposed transactions. Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “plan,” “project,” “will,” “estimate,” “expect,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict”, “accelerate” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections about future events. These statements include: expectations regarding the completion of the business combination between PlusAI and TVAC; projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections of commercialization costs and timelines; expectations regarding PlusAI’s ability to demonstrate feasibility of its technologies, to attract, retain, and expand its customer base, and to develop products and services and bring them to market in a timely manner; PlusAI’s deployment of virtual driver software; PlusAI's targeted revenues from its HyperFoundry platform; the performance of PlusAI’s HyperFoundry products; expected operating expenditures and expected timeline for cash flow breakeven; PlusAI’s expected future gross margins and other economics of its software-based model; PlusAI’s expectations concerning relationships with strategic partners, suppliers, governments, regulatory bodies and other third parties; future ventures or investments in companies, products, services, or technologies; PlusAI’s ability to attract and retain qualified employees; development of favorable regulations and government incentives affecting its markets; the potential benefits of the proposed transactions and expectations related to its terms and timing; and PlusAI’s expectations concerning relationships with strategic partners. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of PlusAI and TVAC. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that PlusAI is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; PlusAI’s historical net losses and limited operating history; PlusAI’s expectations regarding future financial performance, capital requirements and unit economics; PlusAI’s use and reporting of business and operational metrics; PlusAI’s competitive landscape; PlusAI’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the capital requirements of PlusAI’s business plans and the potential need for additional future financing; PlusAI’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; PlusAI’s reliance on strategic partners and other third parties; PlusAI’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of TVAC could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change, or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against PlusAI or TVAC; failure to realize the anticipated benefits of the proposed transaction; the ability of TVAC, PlusAI, or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described under the section entitled “Risk Factors” in TVAC’s filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by PlusAI, TVAC or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of PlusAI’s and TVAC’s management as of the date of this presentation; subsequent events and developments may cause their assessments to change. While PlusAI and TVAC may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this presentation, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. An investment in TVAC is not an investment in any of its founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of TVAC, which may differ materially from the performance of its founders’ or sponsors’ past investments. Risk Factors For a description of certain risks relating to PlusAI, including its business and operations, and the proposed transactions, we refer you to “Risk Factors” at the end of this presentation. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 3 DISCLAIMER CONT. About this presentation Additional Information About the Proposed Transaction and Where to Find It The proposed transaction will be submitted to shareholders of TVAC for their consideration. TVAC intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include preliminary and definitive proxy statements to be distributed to TVAC’s shareholders in connection with TVAC’s solicitation for proxies for the vote by TVAC’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to PlusAI’s shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to TVAC and PlusAI shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, TVAC and PlusAI shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by TVAC in connection with the proposed transaction, as these documents will contain important information about TVAC, PlusAI and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by TVAC with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Texas Ventures Acquisition III Corp., 1012 Springfield Ave., Mountainside, NJ 07092. Participants in the Solicitation TVAC, 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 TVAC’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of TVAC’s shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus when it is filed by TVAC with the SEC. You can find more information about TVAC’s directors and executive officers in TVAC’s final prospectus related to its initial public offering filed with the SEC on April 23, 2025 and in the Annual Report on Form 10-K filed by TVAC with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the 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. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Unit Economics and Use of Projections The unit economics in this presentation (“Unit Economics”) were prepared solely for internal use and not with a view toward public disclosure or toward complying with Generally Accepted Accounting Principles, any published guidelines of the SEC or any guidelines established by the American Institute of Certified Public Accountants. The Unit Economics have been prepared by PlusAI. The Unit Economics constitute forward-looking information, are for illustrative purposes only, and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying the Unit Economics are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, and other risks and uncertainties. The preparation of the Unit Economics involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. See “Forward-Looking Statements” earlier in this presentation as well as “Risk Factors” at the end of this presentation. Actual results may differ materially from the results contemplated by the Unit Economics contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected by the Unit Economics will be achieved. No Incorporation by Reference The information contained in the third-party citations and websites referenced in this communication is not incorporated by reference into this communication. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of PlusAI, TVAC, and other companies, each of which are the property of their respective owners. All third-party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. Any such appearance does not necessarily imply any endorsement of TVAC, PlusAI or the proposed transaction. Use of Data Information in this presentation is based on data and analyses from various sources as of June 1, 2026, unless otherwise indicated. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness. In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which PlusAI operates are necessarily subject to a high degree of uncertainty and risk. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 4 OUR VISION Autonomous transportation will make our world safer, more efficient, and more sustainable Autonomous trucking will fundamentally transform the logistics industry |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 5 LEADERSHIP TEAM Seasoned executives with deep Physical AI expertise Bryant Park CFO David Liu CEO & Co-Founder Shawn Kerrigan COO & Co-Founder Hao Zheng CTO & Co-Founder Tim Daly Chief Architect & Co-Founder Derrick Nueman VP Investor Relations |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 6 SPONSOR TEAM Industry-leading sponsors with a proven track record Deep Expertise Across Capital Markets, Investing, and Operations Select Recent Investments1 Experienced Team with 20+ Professionals Mark Angelo President & Partner, Yorkville Advisors Troy Rillo Partner, Yorkville Advisors Robert Harrison Managing Director, Yorkville Advisors Up to $156M Up to $750M Up to $200M Up to $5B 825+ investments Trusted partner to companies 3 priced SPAC vehicles Leading presence in SPACs 25 years in business Skilled & seasoned team $9B+ transaction value Proven performance record Note: (1) Investments made by Yorkville Advisors and amounts represent maximum available funding as part of the security offering |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 7 INVESTMENT HIGHLIGHTS Why PlusAI? Autonomous driving is transforming the global heavy trucking industry, and CDL laws may accelerate human driver shortages $1.7 Trillion Market Trucks equipped with our AI virtual driving system are autonomously transporting freight today in live operations with Ryder and International Proven, On the Road Partnered with TRATON, Hyundai, Iveco; providing a scalable path to install our AI virtual driver on thousands of factory-built trucks – we do not build or retrofit trucks Contracted, Factory-Built Distribution Software-focused business model with lower OpEx than our key competitors, and path to cash-flow positive in 2027E Capital Efficient Model Going public in 2H 2026 at an attractive entry valuation compared to public peers Discounted Entry Value (1) Higher 2026E revenue projection than our key competitors; growth is further catalyzed by targeted 2027 commercial launch of driverless trucks Significant Revenue Today (1) Note: (1) See page 36. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 8 OUR PHYSICAL AI PLATFORM SuperDrive HyperFoundry Flagship Physical AI software powering L4 autonomous trucks Foundational AV development engine powering SuperDriveTM Revenue generation expected to begin in 2027 through targeted commercial launch of OEM-built L4 trucks Revenue generation TODAY through the sale of proprietary AV data and tools(3) Est. Opportunity: $1B+ ARR at Scale(1) Opportunity: $50-100M+ annually(2) AI Driver AV Data - Models - Simulation Note: (1) Based on ~$40K revenue per truck, 25,000 projected trucks for 2031. (2) Based on internal management estimates of potential revenue opportunity of HyperFoundry platform. PlusAI has recognized $25 million in revenue from the Autonomy Acceleration Program Agreement with TRATON (the “TRATON Agreement”). As of the date hereof, one definitive agreement related to the HyperFoundry platform has been signed for a total revenue of $25 million – for further information, see "Unit Economics and Use of Projections" in "About this presentation" disclaimer pages. (3) Pursuant to the TRATON Agreement, the Company recognized $25 million in revenue from provision of certain autonomy data, tools, and services to TRATON in support of the accelerated progression of TRATON’s L2+ program. Copyright © 2026 PlusAI, Inc. All rights reserved. | 8 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 9 Data Factory Model Factory SimVerse 7M+ miles of L4-validated data Data acquisition, classification, and auto-labeling for model training Proprietary L4 models (E2E and VLA) Distillation of large AI models into smaller efficient models for edge deployment Automated 3D road reconstruction at scale Neural closed-loop simulator for structured validation Proprietary AV data and tools; monetizable with third-party customers now Factory-installed by OEMs; monetized on a per-mile usage basis SuperDrive HyperFoundry OUR PHYSICAL AI PLATFORM $25M contracted revenue (1) ~$40k contracted ARR per truck Note: (1) Pursuant to the TRATON Agreement, the Company recognized $25 million in revenue from provision of certain autonomy data, tools, and services to TRATON in support of the accelerated progression of TRATON’s L2+ program. Leveraging PlusAI’s $500M+ R&D investment since inception Copyright © 2026 PlusAI, Inc. All rights reserved. | 9 |
| SuperDriveTM Overview SECTION 1 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 11 DEPLOYMENT CASE STUDY SuperDrive is autonomously transporting freight today Announced on March 31, 2026 Fleet Partner Truck OEM AI Driver • Trial initiated in September 2025 using International trucks with factory-installed SuperDrive designed by PlusAI • 600+ mile daily roundtrip route runs along the I-35 corridor between Ryder warehouses in Laredo and Temple (high complexity route) • 75,000+ cumulative miles; 125+ runs • Operating on paid freight; integrated into existing fleet workflows • Recent software upgrades enabling night driving and construction zone capabilities, expanding Operational Design Domain (ODD) 100% 92% <30 minute Improved On-time delivery Autonomous route coverage(1) Pre-trip inspection(2) Fuel efficiency Source: International press release on March 31, 2026 (International Launches Level 4 Autonomous Fleet Trial on Live Freight Lane) Note: (1) Supervised by a human safety driver. (2) Inspection time in line with current expectations. (1) |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 12 MARKET CHALLENGE Trucking is a legacy market ripe for innovation Freight transportation faces numerous structural and operational challenges • Asset underutilization: Hours-of-service (“HOS”) rules cap daily driving (11 hours U.S.; 9 hours EU), forcing downtime and limiting equipment utilization and freight capacity • Driver shortages & cost inflation: Persistent driver shortages constrain capacity and drive operating cost inflation (U.S. ~82k in 2026 projected ~160k by 2031; EU ~233k in 2024 projected ~745k by 2028). Labor is ~44% of per-mile cost and rose by ~45% from 2020–2025 (1) • Safety risk: Heavy-duty trucks are involved in hundreds of thousands of crashes annually; ~95% of serious accidents are attributed to human error – driving financial and reputational risk • Fuel & emissions pressure: Fuel is ~21% of per-mile cost(1); diesel prices rose by ~69% from Jan. 2016 to Dec. 2025; Q2 2026 prices were close to all-time high levels(2) . Heavy-duty trucks are responsible for ~25% of U.S. transportation-related emissions • Long-haul routes (200+ miles) amplify the impact: HOS limits often prevent drivers from returning home nightly, worsening utilization, driver availability, safety, and cost dynamics • Rising service expectations add strain: E-commerce growth is increasing pressure to expand capacity while improving cost efficiency, safety, and environmental performance Note: (1) ATRI – An Analysis of the Operational Costs of Trucking: 2026 Update. (2) U.S. Energy Information Administration, Gasoline and Diesel Fuel Update. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 13 MARKET OPPORTUNITY Autonomy addresses structural constraints in freight Note: (1) ATRI – An Analysis of the Operational Costs of Trucking: 2026 Update. (2) Based on illustrative internal management estimates. Autonomy removes human-driver constraints to improve cost, utilization, safety, and capacity Lower operating costs: L4 autonomy can reduce average operating costs by over 40% (approximately $1.03 per mile(1)), largely by eliminating labor costs and improving efficiency, while alleviating the structural driver shortage Improved profitability: Fleet-level profitability could increase 4.5x, from approximately $18,000 annually per human-driven truck to over $84,000 for a driverless truck, driven by lower costs per mile and higher daily utilization(2) Increased freight capacity: Autonomous trucks are not subject to hours-of-service limitations and can eliminate empty trips, enabling extended operating hours and higher daily mileage per vehicle Enhanced safety: Autonomous driving can materially reduce the frequency and severity of roadway incidents by mitigating human-related risk factors such as fatigue, distraction, and impaired driving Environmental benefits: Optimized driving behavior, consistent speeds, and better route planning to reduce idling and congestion-related inefficiencies to improve fuel efficiency, reducing costs and emissions |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 14 MARKET GAP Driver compensation is the largest trucking expense Estimated total operating cost at ~$2.34 per mile; driver cost represents ~$1.03 per mile (44%) Largest cost category: drivers represent the largest share of per mile truck operating expense at 44% Inflation/pressure: Driver wages rose ~45% from 2020 to 2025, underscoring ongoing pressure Structural constraints: driver shortage, aging workforce, low job desirability, and regulation Note: ATRI – An Analysis of the Operational Costs of Trucking: 2026Update. U.S. trucking operating expense ($ per mile breakdown) Fuel Lease / Purchase Payments Maintenance Insurance Tires Driver Costs $1.03 Tolls 21% 17% 9% 2% 5% 2% 44% $2.34 per mile |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 15 COST PARITY Autonomy lowers driver cost and increases utilization Reduces labor cost per mile while enabling materially higher miles per truck Lower driver cost per mile ($/mile) More miles driven (annual miles per truck) Human driver cost(1) Virtual driver cost (DaaS)(2) • Driver-as-a-Service: $1.03 human driver cost replaced by a $0.85 DaaS payment from the fleet to the OEM • Lower cost per mile: Lower autonomous-mile cost expands margin per load • Less volatility: DaaS makes labor cost predictable Human driven truck(1) Autonomous truck(2)(3) +160,000 • No hours-of-service limits that cap human driving time; eliminates empty miles to “return home” • Higher asset productivity: More miles per truck • More revenue per asset: Higher utilization drives greater revenue per truck Notes: (1) ATRI Operational Cost of Trucking Report 2026. (2) Based on illustrative internal management estimates - for further information, see "Unit Economics and Use of Projections" in "About this presentation" disclaimer pages. (3) Assumes 7,560 total available operating hours per year per autonomous truck with 75% of miles driven in autonomous mode at an average speed of 42 miles per hour. $1.03 $0.85 ~86,000 ~240,000 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 16 REGULATORY TAILWINDS Favorable regulations for deploying autonomous trucks Source: AVIA State of AV, 2024; FAME: Framework for coordination of Automated Mobility in Europe 2024. (1) States that do not have any statutes or regulations governing the activities of autonomous vehicles. As such, testing or deployment is implicitly permitted in the state. (2) In some states, a human safety driver must be present when testing / other restrictions may apply. (3) CA recently permitted Class 8 vehicles to operate commercially without a driver but only after substantial testing with a safety driver present; and 4)In Europe, if a country has not expressly permitted autonomous vehicle activities, they are otherwise prohibited. Expressly Able to Deploy Implicitly Able to Deploy(1) Guidelines in Place for Testing L4 CMVs Prohibited(3) Expressly Able to Test(2) United States Europe Key freight routes in the U.S. & Europe allow autonomous trucks Bipartisan Proposed Build American 250 Act Would Enable Autonomous Trucking Across Entire U.S. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 17 TECHNOLOGY STACK Our AI driver in action Full-stack L4 software High-Level Guidance and Decision Scene Abstraction Remote Operation (cloud) Human-in-the-Loop Monitoring and Support Redundant Fallback System (edge) Fail-Safe Redundancy Reflex End-to-End Transformer Model Guardrails Safety Assurance Model Reasoning Vision Language Model 1 2 3 Primary driving system (edge) Runs on the vehicle’s primary edge computer using a Reasoning–Reflex framework to act as a virtual driver Monitors primary system and provides a fail-safe fallback to maintain safe operations and controlled risk response Enables human-in-the-loop monitoring and support for exception handling and recovery during early deployments Perception Motion Forecast Copyright © 2026 PlusAI, Inc. All rights reserved. | 17 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 18 PARTNERSHIPS Deployed through leading global OEMs Embedded autonomy operating system; factory-installed and commercialized through OEM channels OEM-led fleet trials in Europe beginning 2026 Autonomous Class 8 XCIENT fuel cell trucks # Unit sales of trucks in 2024-2025 across brands # Global truck deliveries in 2024-2025 OEM-led fleet trials in Texas with a Top 10 for-hire carrier, and commercial launch targeted for 2027 Source: (1) TRATON, Annual Report 2025. (2) Iveco Group, Q4 & FY 2025 Results. 518k(1) 299k(2) |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 19 SUPPLY CHAIN OEMs factory-install SuperDrive and sell autonomous trucks through their existing channels Data Layer Software Stack OEM Integration & Manufacturing Autonomous Freight Operations Hardware / Sensors Lidar Camera Radar Tele- Operators Maintenance Fleet Operators SuperDrive Model AI-native Reasoning–Reflex hybrid Comprehensive safety guardrails Redundant fallback system Validation / Integration Factory-Built Autonomous Trucks ● High upfront capital costs, large scale, specialized manufacturing expertise, and cyclicality can create difficulty for new entrants 3P PlusAI OEMs ● High value-add ● Superior return on capital ● Recurring revenue / profitability ● Requires significant scale and volume ● Having OEM relationships allows PlusAI to benefit from established infrastructure and deep customer relationships Real-world + simulated miles driven Distribution Center Infrastructure PlusAI provides the critical software layer that enables autonomous trucks |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 20 Why is an OEM partnership essential? L41 trucks likely to be factory produced in order to offer: ● Robust safety and validation ● Ability to be produced, operated, and maintained at scale ● Customer confidence of safety Fleets want to buy L4 trucks from traditional OEM channels: ● Reduces friction of market adoption ● Improves economics for L4 autonomous trucks via streamlined hardware integration driven by OEMs ● Matches current liability and commercial structures Note: (1) Level 4 autonomous driving (“L4”) is defined as high driving automation where the system performs all dynamic driving tasks and does not require human interaction in most circumstances. OEM RELEVANCE Truck OEMs are essential for autonomous to be a commercial reality |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 21 SuperDrive Software $ / Autonomous Mile Fleets Driver-as-a-Service $ / Autonomous Mile OEM (AV Truck) Fleet Support Remote Assist Integrated OEM Go-to-Market Approach Factory install software enables us to partner and not compete with OEMs GO-TO-MARKET OEM distribution model enables rapid scaling with aligned incentives |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 22 PROFITABILITY SuperDrive expands the profit pool across trucking Expected to create recurring OEM revenue; improves fleet utilization and operating economics PlusAI can earn recurring, usage-based software revenue as autonomous miles scale Increases annual truck profitability by up to 4.5x; lower operating costs & higher utilization Fleets Shift from a one-time asset sale to recurring revenue via Driver-as-a-Service (“DaaS”) model Truck OEMs ~$65K ~$40K ~$160K Value capture Annual $ per truck (1) Profit uplift per truck Revenue per truck (net of software fee to PlusAI) Revenue per truck A B C Note: (1) Based on illustrative internal management estimates. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 23 ASSET-LIGHT MODEL Software vs Autonomous Freight Network (AFN) Model Software model fits our founders’ DNA Software-based Model AFN Model Revenue Lower % of driver savings High % of driver savings Costs Low - Primarily R&D costs High - R&D, logistics and operations costs Long-term gross margins 85%+ Significantly lower Friction with OEMs Low High |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 24 Driver-out tests completed; Commercial fleet operations (with safety driver) launched Public listing Targeted commercial launch of driverless trucks 2025 2026E 2027E OEM acceleration Commercial readiness Revenue generation 2H 2026 via TVAC Expanding Texas commercial operations Monetize data & tools COMMERCIALIZATION PLAN We expect commercial deployments in 2027+ |
| HyperFoundryTM Overview SECTION 2 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 26 MARKET OPPORTUNITY AI data market is growing PlusAI has valuable assets Language AI scaled on abundant internet data Physical AI requires real-world sensor data – scarce, expensive, hard to collect $4.5B (2025) → $12.2B (2032) AV data market(1) 15%+ CAGR driven by AI data demand(1) Real-world data required to solve edge cases & safety Data Factory Model Factory ✓ ✓ SimVerse ✓ Note: (1) Verified Market Reports, "Global Autonomous Vehicle Data Platform Market Size, Share, Industry Growth & Forecast 2026-2034. Copyright © 2026 PlusAI, Inc. All rights reserved. | 26 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 27 COVERAGE Extensive data coverage across diverse ODDs U.S. Europe Australia Japan PlusAI has more than 7 million miles of real-world driving data across the U.S., Europe, Australia and Japan with exposure to a wide variety of ODDs Total Miles As of January 2026 7M Total Hours 200K As of January 2026 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 28 DATA FACTORY Four products built on our proprietary data pipeline Raw Data ● On-demand collection with custom sensors & vehicle platforms ● Zero-CapEx access to a massive global driving data catalog ● Synchronized multi-sensor streams for foundation model pre-training HD Scene Label ● L4-validated full-scene ground truth with 98% first-pass acceptance ● Automated pipeline delivering annotations 10x faster than manual ● Unified 3D object, lane, and HD map labeling in a single pipeline VLA Label ● Chain-of-thought logic extracted from L4 planning systems ● Meta actions and trajectory waypoints for training ● Deep semantic grounding with safety-critical counterfactual event tags 3D Reconstruction ● Reconstructs high-fidelity 3D environments directly from real-world driving data ● Sensor-accurate static and dynamic modeling for novel viewpoint rendering ● Delivers 45–70% savings over manual, game-engine asset modeling |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 29 MONETIZATION STRATEGY Actively monetizing our AV data and tools $25M contracted revenue today; targeting $40-50M in 2026(1) Data Factory Model Factory SimVerse Product offering Available to market Target customer profile 7M+ miles of L4-validated data; auto-labeling Proprietary L4 models (E2E-VLA; edge) AV simulation and validation tools Now H2 2026E 2027E OEMs (L2+/ADAS), Tier 1 Suppliers, AI Labs, AI Data, Robotics OEMs (L2+/ADAS), Defense, Robotics, Mining OEMs (L2+/ADAS), Tier 1 Suppliers, Robotics Customers need: PlusAI offers: Multimodal data across diverse real-world edge cases High-fidelity, real-world interaction data (vs. simulated) Immediate access to deep pipeline of data variety HyperFoundry Note: (1) $25M contracted revenue pursuant to TRATON Agreement; target based on internal management estimates of potential revenue opportunity of HyperFoundry platform. |
| Financial Overview SECTION 3 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 31 SUMMARY PROFILE Near-term revenue with large upside from L4 launch Revenue Drivers Active fleet trials L4 commercial launch ~$40-50M(1) $50-100M+(1) Operating expenses $71M $77M Illustrative cash flow profile Approaching breakeven(2) Expected positive(2) 2026E 2027E SuperDriveTM HyperFoundryTM Note: (1) Based on internal management estimates of potential revenue opportunity of HyperFoundry platform - for further information, see "Unit Economics and Use of Projections" in "About this presentation" disclaimer pages. (2) Assumes top end of targeted range for HyperFoundry revenues. Copyright © 2026 PlusAI, Inc. All rights reserved. | 31 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 32 TARGET EXPENSES Capital efficient path to scale PlusAI delivers AI-driven economics through OEM-integrated, industrial-scale deployment ✔ AI-native Cost Structure: AI-driven engineering aims to increase productivity, keep R&D expenses lean, and decouple such expenses from growth going forward ✔ Zero Manufacturing Capex: Avoid heavy capex by remaining a pure-play, asset-light software provider ✔ OEM Channel Leverage: Scale through existing manufacturer networks to minimize sales and service overhead ✔ High Operating Leverage: Software-first model designed to ensure incremental revenue flows directly to the bottom line PlusAI operating expenses(1) (Non-GAAP; $M) 2024A 2025A 2026E 2027E R&D SG&A Driverless Commercial Launch Year 37 16 54 52 19 70 51 20 71 56 77 21 Note: (1) Figures may not sum to totals due to rounding. Reflects sales, marketing, general and administrative expense and research and development expense excluding, in each case, stock-based compensation. 2024 stock-based compensation for non-GAAP SG&A and R&D was approximately $1.6 million and $2.5 million, respectively, totaling $4.1 million. 2025 stock-based compensation for non-GAAP SG&A and R&D was approximately $1.6 million and $0.2 million, respectively, totaling $1.8 million. 2026 and 2027 operating expenses are estimates. A reconciliation of non-GAAP measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, reconciling items that may be incurred in the future, such as stock-based compensation, the effect of which may be significant. |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 33 LONG-TERM GROWTH Multiple levers to drive rapid long-term growth Increase revenue by utilizing existing assets to help companies create autonomous solutions Phased rollout across the U.S. and Europe, followed by expected entry into other regions with favorable market conditions Supporting factory integration with TRATON, IVECO, and Hyundai to prepare for industrial-scale deployment Execute on existing OEM partnerships Our long-term growth strategy is anchored by three strategic pillars: 1 Geographic expansion 2 Grow HyperFoundry customers 3 |
| Transaction Overview SECTION 4 |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 35 COMBINATION WITH TEXAS VENTURES III (“TVAC”)(NASDAQ:TVA) Detailed transaction overview Notes: (1) PlusAI Rollover Equity Value based on a $10.00 per share basis. (2) $4M of the committed capital is in common equity at $10.00 per Share. (3) Implies a 55.6% redemption rate and shown at $10.00 per share. (4) Does not include existing cash or debt as of announcement date. (5) Includes impact of OID and illustratively shown at the initial $12.00 per share conversion price. (6) Excludes impact of public warrants, any private placement warrants, company earnout and any long-term equity incentive plan. (7) Convertibles shown on an as-converted basis. SOURCES PlusAI Rollover Equity(1) $800 Approximate PIPE Proceeds $60 Assumed Cash from Trust(3) $100 Total Sources $960 Shares (Millions) % Own. PlusAI Shareholders(1) 80.0 77.6% TVAC Public Shareholders(3) 10.0 9.7% PIPE Investors(5) 5.6 5.4% Sponsor Shares 7.5 7.3% PF Shares Outstanding (Millions) 103.1 Share Price ($) $10.00 PF Equity Value $1,031 (-) PF Net Cash(4) ($135) PF Enterprise Value $896 USES Equity to PlusAI(1) $800 Cash to Balance Sheet $135 Estimated Transaction Expenses $25 Total Uses $960 Valuation • PlusAI is valued at $800M pre-money rollover equity(1) • Transaction implies ~$896M pro-forma enterprise value Financing • Combined Company has over $60M of committed capital from existing investors, affiliates of TVAC, and new institutional investors largely in the form of unsecured convertible notes(2) • Assumes $100M retained from Texas Venture III’s $230M Cash in Trust(3) Deal Structure • PlusAI Shareholders are expected to roll 100% of their equity and are expected to retain a pro-forma equity ownership of ~78% Transaction Highlights Pro Forma Valuation ($ Millions)(6)(7) Sources & Uses ($ Millions) Pro Forma Ownership(6)(7) |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 36 Differentiated technology, monetizable assets, and near-term path to scale Discount to autonomous trucking peers Differentiated revenue generation Observed market capitalization for public peers ($B) 2026E Revenue(5) ($M) $25.0 (7) $15.0 $9.5 $40.0 - $50.0(6) PlusAI Contracted $25M Revenue (7) (8) (9) BENCHMARKING Going Public at an attractive entry valuation (3) (4) Source: FactSet market data as of August 18, 2026, company filings. Note: (1) 2026 YTD high fully diluted equity value. (2) Fully diluted equity value as of August 10, 2026. (3) Based on total shares outstanding at closing per the F-1 filed on June 10, 2026. (4) Represents pro forma equity value based on assumptions on Page 35. (5) 2026E Revenue for peers derived from FactSet Consensus Estimates. PlusAI 2026E revenue is based on management projections that are preliminary, have not been audited, are based on information available to us only as of the date of this presentation, and are subject to change. (6) Based on internal management estimates of potential revenue opportunity of HyperFoundry platform, see Page 31. (7) As of March 26, 2026. (8) Management guidance for 2026E Revenue was $14.0 - $16.0 million. (9) Based on FactSet analyst consensus; Kodiak has not published 2026E revenue guidance. YTD High(1) Current Value(2) $13.4 $1.3 $0.8 $1.0 $17.9 $3.7 $1.4 |
| Risk Factors |
| Copyright © 2026 PlusAI, Inc. All rights reserved. | 38 Risk factors Investing in PlusAI and/or TVAC involves a high degree of risk. The risks and uncertainties set out below are a summary only and are not the only risks PlusAI and TVAC face. PlusAI and TVAC may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their business or financial condition. • Autonomous driving technology is an emerging technology, and PlusAI faces significant technical challenges to commercialize our technology. • PlusAI has incurred net losses since its inception, and expects to incur significant expenses and continuing losses for the foreseeable future. • PlusAI’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter. • PlusAI’s technology may be lesser performing or developing and commercializing and scaling its technology may take it longer to complete than it currently anticipates. • PlusAI operates in an intensely competitive market and some market participants have substantially greater resources. • PlusAI expects to rely on a limited number of customers for a significant portion of its future revenue. • It is possible that PlusAI’s model does not materialize as expected, in particular as a result of PlusAI’s software-focused business model. • Deployment and commercialization may be delayed due to delays in PlusAI’s anticipated timeline for completion and validation of acceptable safety testing and measures for its technology and the development of plans for ensuring acceptable driver-out safety, delays in the production, reliability or revision of truck and computer hardware required for its technology from its partners or suppliers. PlusAI’s original equipment manufacturers partners and their customers, or the industry more generally, may delay, scale back or deprioritize the necessary investment required for the adoption of its technology or autonomous technology generally. • PlusAI is highly dependent on the services of its senior management team and, specifically, its co-founders. • PlusAI’s technology may not function as intended due to flaws or errors in PlusAI’s software, hardware, systems or processes, product defects, or human error in administering these systems or processes. • PlusAI is subject to evolving and uncertain regulations, including those governing motor carriers and autonomous vehicles, and unfavorable changes to these regulations or any failure by PlusAI to comply with these regulations may adversely affect PlusAI. • PlusAI may be subject to product liability that could result in significant direct or indirect costs, which could materially and adversely affect PlusAI’s business, financial condition and results of operations. • PlusAI identified material weaknesses in its internal control over financial reporting in connection with the preparation and audit of its financial statements for the years ended December 31, 2024 and 2025, and may identify additional material weaknesses in the future that may cause it to fail to meet its reporting obligations or result in material misstatements of its financial statements. If PlusAI fails to remediate existing material weaknesses, identifies additional material weaknesses or fails to establish and maintain effective internal control over financial reporting, its ability to accurately and timely report its financial results could be adversely affected. • PlusAI may not be able to adequately obtain, maintain, protect, defend or adequately enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions in a cost-effective manner or at all. • Third-party claims that PlusAI is infringing intellectual property rights, whether successful or not, could subject it to costly and time-consuming litigation or expensive licenses. • TVAC’s sponsor, certain members of the TVAC Board of Directors and certain TVAC officers have interests in the business combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the business combination proposal and approval of the other proposals described in the proxy statement/prospectus. • The estimated net cash per share of TVAC Ordinary Shares that will be contributed to the post-closing company in the business combination is less than the redemption price. Accordingly, TVAC public shareholders who do not exercise redemption rights will receive shares of post-closing company Class A common stock that may have a value less than the amount they would receive upon exercising their redemption rights. Further, the shares of most companies that have recently completed business combinations between a special purpose acquisition company and an operating company have traded at prices below $10.00 per share. Accordingly, TVAC public shareholders who do not exercise their redemption rights may hold shares of post-closing company Class A common stock that never obtain a value equal to or exceeding their per share value of the trust account. • TVAC shareholders will experience dilution as a consequence of, among other transactions, the issuance of post-closing company Class A common stock as consideration in the business combination. Having a minority share position may reduce the influence that TVAC’s current shareholders will have on the management of the post-closing company. • The deregistration of TVAC as an exempted company registered under the laws of the Cayman Islands and registration by way of continuation and domestication of TVAC into a Delaware corporation being undertaken in connection with the business combination may result in adverse tax consequences for holders of TVAC public shares or TVAC Warrants. • TVAC and PlusAI have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by TVAC if the business combination is not completed. • Upon the closing of the business combination, the rights of holders of post-closing company Class A common stock arising under the Delaware General Corporate Law will differ from and may be less favorable in certain aspects to the current rights of holders of TVAC Ordinary Shares arising under the Companies Act (As Revised) of the Cayman Islands. • A market for the post-closing company’s securities may not continue, which would adversely affect the liquidity and price of the Post-Closing Company’s securities. • Following the Closing, the Nasdaq may delist shares of post-closing company Class A common stock from trading on its exchange, which could limit investors’ ability to transact in its securities and subject it to additional trading restrictions. • If the business combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of the post-closing company’s securities may decline. • TVAC cannot assure you that TVAC will be able to complete the Transactions or another initial business combination by the end of the completion window, in which case TVAC will cease all operations except for the purpose of winding up and TVAC would redeem the TVAC public shares and liquidate, in which case TVAC’s public shareholders would only receive approximately $10.42 per share (based on amounts in the trust account at March 31, 2026), or less than such amount in certain circumstances. • Because TVAC is incorporated under the laws of the Cayman Islands, in the event the business combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited. • Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination. |
| Thank You |
