[SCHEDULE 13G/A] Texas Ventures Acquisition III Corp SEC Filing

Rhea-AI Filing Summary

Tenor Capital Management, Tenor Opportunity Master Fund and Robin Shah report shared beneficial ownership of 1,750,000 Class A ordinary shares of Texas Ventures Acquisition III Corp, representing 7.8% of the outstanding Class A shares based on the issuer's most recent public report. The reported position reflects shared voting and shared dispositive power of 1,750,000 shares and no sole voting or dispositive power.

The filing states the shares are held by the Master Fund, that Tenor Capital serves as the Master Fund's investment manager and that Robin Shah is the managing member of Tenor Capital's general partner, which is why the Reporting Persons may be deemed to share voting and dispositive power. The Reporting Persons expressly disclaim beneficial ownership except to the extent of any pecuniary interest and state the holdings were not acquired to change or influence control.

Positive

• Disclosure of a material position: Reporting Persons disclose ownership of 1,750,000 shares (7.8%), which exceeds the 5% reporting threshold.
• Clarity on control relationships: Filing explains the chain between the Master Fund, Tenor Capital (manager) and Robin Shah, clarifying why shared power is reported.

Negative

• No sole voting or dispositive power: Each Reporting Person reports 0 shares of sole voting or sole dispositive power.
• Disclaimer of beneficial ownership: The Reporting Persons expressly disclaim beneficial ownership except for any pecuniary interest, limiting indications of active engagement.

Insights

Securities Analyst

TL;DR: A passive 7.8% stake disclosed; shared voting/dispositive power only, no indication of intent to seek control.

This Schedule 13G/A reports a 1,750,000-share position (7.8%) held through Tenor Opportunity Master Fund with Tenor Capital as manager and Robin Shah as related control person. The filing follows the passive ownership disclosure route and includes an explicit certification that the stake was not acquired to influence control. For investors, this is a material >5% disclosure signaling a significant holder but not an active activist or control intent based on the text.

Corporate Governance Expert

TL;DR: Governance impact appears limited: shared power reported but no sole control and a formal disclaimer of control intent.

The filing documents shared voting and dispositive power rather than sole authority, and the Reporting Persons disclaim beneficial ownership beyond pecuniary interest. The statement that the position was not acquired to change control reduces immediate governance risk. However, the presence of a nearly 8% holder is material to board and shareholder dynamics and merits monitoring of any future filings that might change the ownership or intent classification.

08/14/2025 - 10:27 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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)

06/30/2025

(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 1,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,750,000.00

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)

7.8 %

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 1,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,750,000.00

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)

7.8 %

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 1,750,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,750,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,750,000.00

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)

7.8 %

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: 5090 Richmond Ave, Suite 319 Houston, TX 77056
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. - 7.8% Tenor Opportunity Master Fund, Ltd. - 7.8% Robin Shah - 7.8% The Class A Ordinary Shares (the "Shares") reported herein are held 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 June 6, 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. - 7.8% Tenor Opportunity Master Fund, Ltd. - 7.8% Robin Shah - 7.8%
(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. - 1,750,000 Tenor Opportunity Master Fund, Ltd. - 1,750,000 Robin Shah - 1,750,000
	(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. - 1,750,000 Tenor Opportunity Master Fund, Ltd. - 1,750,000 Robin Shah - 1,750,000
Item 5.	Ownership of 5 Percent or Less of a Class.
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
Date:	08/14/2025

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	08/14/2025

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	08/14/2025

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT

FAQ

How many TVA shares do Tenor entities and Robin Shah report owning?

They report shared ownership of 1,750,000 Class A ordinary shares of Texas Ventures Acquisition III Corp.

What percentage of TVA does the reported stake represent?

The reported position represents 7.8% of the Class A ordinary shares, based on the issuer's most recent public report of outstanding shares.

Do the Reporting Persons claim control of TVA?

No. The filing asserts the securities were not acquired to change or influence control and the Reporting Persons disclaim beneficial ownership except to the extent of pecuniary interest.

What voting and disposition powers are reported?

Each Reporting Person reports shared voting power of 1,750,000 shares and shared dispositive power of 1,750,000 shares; sole powers are 0.

Through what entity are the shares held?

The shares are held by Tenor Opportunity Master Fund, Ltd., for which Tenor Capital Management Company, L.P. serves as investment manager.