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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 20, 2026
Texas Ventures Acquisition III Corp
(Exact name of Registrant as Specified in Its
Charter)
| Cayman
Islands |
|
001-42609 |
|
98-1802457 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 1012
Springfield Avenue |
|
|
| Mountainside,
New Jersey |
|
07092 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s Telephone Number, Including
Area Code: (201) 985-8300
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(s) |
|
Name
of each exchange
on which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
TVACU |
|
The Nasdaq Stock Market LLC |
| Class A
ordinary shares, par value $0.0001 per share |
|
TVA |
|
The Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
TVACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
Non-Convertible Promissory Note
As previously disclosed in the Current Report on
Form 8-K filed by Texas Ventures Acquisition III Corp (the “Company”) with the Securities and Exchange Commission on
October 20, 2026, on October 19, 2026, the shareholders of the Company approved the extension on a monthly basis of the date by which
the Company must consummate a business combination from October 24, 2026 up to July 24, 2027 (the date that is 27 months from the closing
date of the Company’s initial public offering (the “IPO”)) (the “Extension”). Pursuant to
the terms of the Extension, for each monthly extension, the Company is required to deposit $145,000 (each such deposit, an “Extension
Payment”) into the trust account with Continental Stock Transfer & Trust Company established in connection with the IPO
(the “Trust Account”) no later than two business days prior to the 24th day of each applicable month.
On October 20, 2026, the Company issued a non-convertible
promissory note (the “Non-Convertible Note”) in the aggregate principal amount of $145,000 to Yorkville Acquisition
Sponsor II, LLC, a Florida limited liability company (the “Sponsor”), in exchange for the Sponsor’s funding of
$145,000 to the Company. On October 21, 2026, the Company deposited the $145,000 principal amount of the Non-Convertible Note into
the Trust Account as the first monthly Extension Payment, extending the date by which the Company must consummate a business combination
to November 24, 2026.
Pursuant to the terms of the Non-Convertible Note,
the principal balance shall not accrue interest and shall be payable by the Company on the earlier of the date on which the Company consummates
its initial business combination or the date that the winding up of the Company is effective.
The foregoing description of the Non-Convertible Note does not purport
to be complete and is qualified in its entirety by reference to the full text of the Non-Convertible Note, which is filed herewith as
Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed under Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 10.1 |
|
Non-Convertible Promissory Note, dated October 20, 2026, issued by the Company to the Sponsor. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
|
| |
|
|
| By: |
/s/
Troy Rillo |
|
| Name: |
Troy Rillo |
|
|
Chief Executive Officer
& Chief Financial Officer |
|
Date: October 21, 2026
