Texas Ventures (NASDAQ: TVA) updates director and officer indemnification

Rhea-AI Filing Summary

Texas Ventures Acquisition III Corp approved a new form of indemnity agreement for its directors and officers on January 6, 2026. This agreement applies to individuals who were appointed on September 18, 2025 and replaces the prior form used for former directors and officers who resigned on that date.

Under the new indemnity agreement, the company will indemnify, hold harmless and exonerate each covered director and officer to the fullest extent permitted by applicable law and its amended and restated memorandum and articles of association. It also provides for advancement of expenses, where allowed by Cayman Islands or Delaware law, and sets out procedures, qualifications and limitations for indemnification claims, supplementing protections already available under the company’s governing documents and law.

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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): January 6, 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)		(I.R.S. Employer Identification No.)

1012 Springfield Avenue
Mountainside, NJ		07092
(Address of principal executive offices)		(Zip Code)

(201) 985-8300 

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		TVACU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		TVA		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		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.

Indemnity Agreement

On January 6, 2026, the Board of Directors of Texas Ventures Acquisition III Corp (the “Company”) approved a new form of Indemnity Agreement (the “Indemnity Agreement”) to be entered into with the Company’s directors and officers (each, an “Indemnitee”) who were appointed on September 18, 2025. The Indemnity Agreement supersedes and replaces the previous form of indemnity agreement filed as Exhibit 10.7 to the Company’s Form 8-K filed on April 28, 2025 and to which the Company’s prior directors and officers, all of whom resigned on September 18, 2025. The Company’s directors and officers who were appointed on September 18, 2025 were never party to such previous form of indemnity agreement, and instead, will only be a party to the Indemnity Agreement.

Pursuant to the Indemnity Agreement, the Company will, among other things, indemnify, hold harmless and exonerate each Indemnitee to the fullest extent permitted by applicable law and the Company’s amended and restated memorandum and articles of association (the “A&R Memorandum and Articles”) if the Indemnitee becomes involved in certain claims, proceedings or investigations by reason of the Indemnitee’s service to and activities on behalf of the Company. The Indemnity Agreement also provides for the advancement of expenses (to the fullest extent not prohibited by Cayman Islands or Delaware law, whichever is more favorable to the Indemnitee) and establishes procedures, as well as qualifications and limitations, that will apply to claims for indemnification thereunder, subject to the Indemnity Agreement’s exclusions. Each Indemnity Agreement is intended to provide contractual rights that supplement and are in furtherance of the indemnification provided in the Company’s A&R Memorandum and Articles and applicable law.

The foregoing description of the Indemnity Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnity Agreement, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Indemnity Agreement.
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
	Title: Chief Financial Officer

Date: January 7, 2026

FAQ

What did Texas Ventures Acquisition III Corp (TVA) change in this 8-K?

Texas Ventures Acquisition III Corp approved a new Indemnity Agreement for its directors and officers. The agreement updates and replaces the prior form used for former executives and provides detailed contractual rights for indemnification and expense advancement in connection with certain claims, proceedings or investigations related to their service.

Who is covered by the new indemnity agreement at Texas Ventures (TVA)?

The new Indemnity Agreement covers the company’s directors and officers who were appointed on September 18, 2025. These individuals were never party to the previous indemnity agreement and will only be party to the new form approved on January 6, 2026.

How does the new Texas Ventures indemnity agreement protect directors and officers?

The agreement provides that the company will indemnify, hold harmless and exonerate each covered person to the fullest extent permitted by applicable law and the amended and restated memorandum and articles of association if they become involved in certain claims, proceedings or investigations due to their service to the company.

Does the Texas Ventures (TVA) indemnity agreement cover advancement of expenses?

Yes. The Indemnity Agreement provides for the advancement of expenses to covered directors and officers to the fullest extent not prohibited by Cayman Islands or Delaware law, whichever is more favorable to the indemnitee, subject to the agreement’s procedures, qualifications and exclusions.

How does the new indemnity agreement relate to Texas Ventures’ governing documents?

Each indemnity agreement is intended to provide contractual rights that supplement and are in furtherance of the indemnification already provided in Texas Ventures Acquisition III Corp’s amended and restated memorandum and articles of association and applicable law.

Where can investors find the full text of Texas Ventures’ indemnity agreement?

The company states that the description is qualified in its entirety by reference to the full text of the Indemnity Agreement, which is filed as Exhibit 10.1 and incorporated by reference.