Texas Ventures issues $250K convertible note

Any conversion requires Yorkville Acquisition Sponsor II, LLC’s election at the initial business combination and is limited to 25,000 units.

Rhea-AI Filing Summary

On September 30, 2026, Texas Ventures Acquisition III Corp (TVA) issued a $250,000 unsecured convertible promissory note to Yorkville Acquisition Sponsor II, LLC, its sponsor, for additional working capital. The note does not accrue interest and is payable on the earlier of the Company’s consummation of its initial business combination or the date its winding up becomes effective. At the sponsor’s election upon consummation of the initial business combination, the elected principal amount converts at $10.00 per unit, rounded down to whole units, into up to 25,000 units. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles its holder to purchase one Class A ordinary share for $11.50, becomes exercisable beginning 30 days after completion of the initial business combination, subject to its terms and conditions, and expires five years after consummation or earlier upon redemption or liquidation.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Note principal: $250,000 Conversion price: $10.00 per unit Maximum conversion: 25,000 units +4 more

7 metrics

Note principal $250,000 Working capital note issued September 30, 2026

Conversion price $10.00 per unit Applies to principal the sponsor elects to convert

Maximum conversion 25,000 units Maximum units issuable upon conversion

Unit composition One Class A ordinary share and one-half of one redeemable warrant Each New Unit

Warrant exercise price $11.50 per share Each whole warrant

Warrant exercisability Beginning 30 days after completion Initial business combination

Warrant expiration Five years after consummation Initial business combination; subject to earlier redemption or liquidation

Key Terms

convertible unsecured promissory note, initial business combination, New Unit, redeemable warrant, +1 more

5 terms

convertible unsecured promissory note financial

"issued a convertible unsecured promissory note"

initial business combination financial

"consummation of the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

New Unit financial

"each, a “New Unit”"

redeemable warrant financial

"one-half of one redeemable warrant"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

Section 4(a)(2) regulatory

"relied upon Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is TVA’s $250,000 working capital note payable?

The note is payable on the earlier of the date Texas Ventures Acquisition III Corp consummates its initial business combination or the date its winding up becomes effective. The note does not accrue interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 06:03 AM EDT Accepted by SEC EDGAR 10/07/2026 - 09:04 PM EDT Learn about SEC filing dates

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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): September 30, 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		TCACU		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.

Working Capital Note

On September 30, 2026, Texas Ventures Acquisition III Corp (the “Company”) issued a convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $250,000 to Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company (the “Sponsor”), in order to provide the Company with additional working capital. Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; shall be payable by the Company on the earlier of the date on which Company consummates its initial business combination or the date that the winding up of the Company is effective; and is convertible at the Sponsor’s election upon the consummation of the Company’s initial business combination. Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering (each, a “New Unit”), rounded down to the nearest whole number.

The foregoing description of the Working Capital Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Working Capital Note, which is filed hereto as Exhibit 10.1 and which 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 3.02. Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Working Capital Note shall be convertible into a maximum of 25,000 New Units. Each New Unit will consist of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Ordinary Share”), and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A Ordinary Share, at an exercise price of $11.50 per share, which will become exercisable beginning 30 days after the completion of the Company’s initial business combination, subject to certain terms and conditions and will expire at 5:00 p.m., New York City time, five years after the consummation of the initial business combination, or earlier upon redemption or liquidation.

The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Working Capital Note.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Working Capital Note, dated September 30, 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 7, 2026

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 20.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 37.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.4 KB