UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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¨ Form 10-K
¨ Form 20-F ¨ Form
11-K x Form 10-Q
¨ Form 10-D
¨ Form N-CEN
¨ Form N-CSR |
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For Period Ended: September 30, 2025 |
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¨ Transition
Report on Form 10-K |
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¨ Transition
Report on Form 20-F |
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¨ Transition
Report on Form 11-K |
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¨ Transition
Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Texas Ventures Acquisition III Corp
Full Name of Registrant
1012 Springfield Avenue
Address of Principal Executive Office (Street
and Number)
Mountainside, NJ 07092
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
| SEC 1344 (06-19) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
On September 18, 2025, Texas Ventures Acquisition III Corp (the “Company”)
entered into a Purchase Agreement with Yorkville Acquisition Sponsor II, LLC (the “Purchase”). In connection with the Purchase,
the Company requires additional time to finalize its disclosure regarding the Purchase in the financial statements of its 10-Q without
unreasonable effort or expense. The Company expects to file its Form 10-Q for the third quarter ending September 30, 2025, which would
have been due today, November 14, 2025 (in accordance with SEC rules regarding initial periodic reports filed after a registration statement
is declared effective), within the five-day period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended, no later
than November 19, 2025.
PART IV - OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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Michelle Geller |
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(201) |
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985-8300 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨ |
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| (3) |
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Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? Yes ¨ No x |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
Texas Ventures Acquisition III Corp
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date |
November 14, 2025 |
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/s/ Troy Rillo |
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Troy Rillo |
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Chief Financial Officer |
