Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah report beneficial ownership of 1,396,956 Class A ordinary shares of Texas Ventures Acquisition III Corp, equal to 6.2% of the class. The shares are held in the form of units by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Shah related through the general partner structure.
All three reporting persons have shared, but no sole, voting and dispositive power over these shares and each disclaims beneficial ownership except to the extent of any pecuniary interest. The ownership percentage is based on 22,500,000 Class A shares stated as issued and outstanding in the issuer’s Form 10-Q. The filers certify the holdings were not acquired to change or influence control of the company.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Texas Ventures Acquisition III Corp
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G8772L121
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G8772L121
1
Names of Reporting Persons
Tenor Capital Management Company, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,396,956.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,396,956.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,396,956.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
G8772L121
1
Names of Reporting Persons
Tenor Opportunity Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,396,956.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,396,956.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,396,956.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
G8772L121
1
Names of Reporting Persons
Robin Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,396,956.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,396,956.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,396,956.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Texas Ventures Acquisition III Corp
(b)
Address of issuer's principal executive offices:
1012 Springfield Avenue
Mountainside, New Jersey 07092
Item 2.
(a)
Name of person filing:
Tenor Capital Management Company, L.P.
Tenor Opportunity Master Fund, Ltd.
Robin Shah
(b)
Address or principal business office or, if none, residence:
810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)
Citizenship:
Tenor Capital Management Company, L.P. - Delaware
Tenor Opportunity Master Fund, Ltd. - Cayman Islands
Robin Shah - USA
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP No.:
G8772L121
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Tenor Capital Management Company, L.P. - 6.2%
Tenor Opportunity Master Fund, Ltd. - 6.2%
Robin Shah - 6.2%
The Class A Ordinary Shares (the "Shares") reported herein are held in the form of Units by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's 10-Q, filed on November 19, 2025 indicating that there are 22,500,000 Shares issued and outstanding as of the date of the filing.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 6.2%
Tenor Opportunity Master Fund, Ltd. - 6.2%
Robin Shah - 6.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(ii) Shared power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 1,396,956
Tenor Opportunity Master Fund, Ltd. - 1,396,956
Robin Shah - 1,396,956
(iii) Sole power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(iv) Shared power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 1,396,956
Tenor Opportunity Master Fund, Ltd. - 1,396,956
Robin Shah - 1,396,956
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Tenor Capital Management Company, L.P.
Signature:
/s/ Robin Shah
Name/Title:
Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
What stake in Texas Ventures Acquisition III Corp (TVA) is reported in this Schedule 13G/A?
The filing reports beneficial ownership of 1,396,956 Class A ordinary shares, representing 6.2% of Texas Ventures Acquisition III Corp’s outstanding Class A shares, based on 22,500,000 shares reported as issued and outstanding in the company’s Form 10-Q.
Who are the reporting persons in the Texas Ventures Acquisition III Corp (TVA) Schedule 13G/A?
The reporting persons are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. The shares are held by the Master Fund, with Tenor Capital as investment manager and Shah linked through the general partner of Tenor Capital.
How much voting and dispositive power over TVA shares do the reporting persons have?
Each reporting person reports zero sole voting and dispositive power and shared power over 1,396,956 shares. This means decisions to vote or sell these shares are made on a shared basis rather than individually by any one reporting person.
How was the 6.2% ownership in Texas Ventures Acquisition III Corp (TVA) calculated?
The 6.2% figure is derived from 1,396,956 reported shares compared with 22,500,000 Class A shares stated as issued and outstanding in the issuer’s Form 10-Q, which the filing cites as the basis for calculating the ownership percentage.
Do the reporting persons intend to influence control of Texas Ventures Acquisition III Corp (TVA)?
The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Texas Ventures Acquisition III Corp, consistent with a passive ownership filing on Schedule 13G/A.
How do the reporting persons describe their beneficial ownership of TVA shares?
They note the shares are held by the Master Fund and, due to their relationships, they may be deemed to share voting and dispositive power. Each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest in those securities.
