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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):
June 17, 2026
Texas Ventures Acquisition IV Corp
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43357 |
|
98-1889169 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
5090 Richmond Ave, Suite 319
Houston, Texas 77056
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (713) 599-1300
Not Applicable
(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 |
|
TVIVU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
TVIV |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
TVIVW |
|
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 ☒
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.
On June 22, 2026, Texas Ventures
Acquisition IV Corp (the “Company”) consummated its initial public offering (“IPO”) of 17,250,000
units (the “Units”), including the full exercise by the underwriters of an option to purchase 2,250,000 Units at the
offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of
$172,500,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant
entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-292010), initially filed with the U.S. Securities and Exchange Commission on December 9, 2025 (as
amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated June 17, 2026, by and between
the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several
underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated June 17, 2026, by and between
the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and
incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated June 17,
2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit
10.1 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated June 17, 2026, by
and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated June
17, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated June
17, 2026, by and among the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, a copy
of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated June 17, 2026, by and among the
Company, its officers, its Directors (as defined below) and TXV Partners IV, LLC (the “Sponsor”), a copy of which
is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated June 17, 2026,
by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated June 17, 2026, by and among the
Company and each of the Directors and executive officers of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated
herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of
6,100,000 warrants (the “Private Placement Warrants”) to the Sponsor and Cohen & Company Capital Markets, a division
of Cohen & Company Securities, LLC, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00
per warrant, or $6,100,000 in the aggregate. Of those 6,100,000 Private Placement Warrants, the Sponsor purchased 3,775,000 Private Placement
Warrants, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC purchased an aggregate of 2,325,000 Private
Placement Warrants. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The Private
Placement Warrants (and underlying securities) are identical to the Warrants included in the Units sold in the IPO, except as otherwise
disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of
the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2026, in connection
with the IPO, R. Greg Smith, Andrew Clark, Harvin Moore, and Aruna Viswanathan (collectively with E. Scott Crist, the “Directors”)
were appointed to the board of directors of the Company (the “Board”). Effective June 17, 2026, each of Messrs. Moore
and Clark and Ms. Viswanathan was appointed to the Board’s Audit Committee, with Mr. Moore serving as chair of the Audit Committee.
Each of Messrs. Moore and Clark and Ms. Viswanathan was appointed to the Board’s Compensation Committee, with Mr. Moore serving
as chair of the Compensation Committee.
On June 17, 2026, the Company
entered into indemnity agreements with each of the Directors and executive officers of the Company, that require the Company to indemnify
each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against
them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.7 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to the Amended
and Restated Memorandum and Articles of Association; Change in Fiscal Year.
In connection with the IPO,
the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles
of Association”) with the Cayman Islands Registrar of Companies. The terms of the Amended
and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference.
A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
A total of $173,362,500 of
the proceeds from the IPO and the sale of the Private Placement Warrants (which amount includes up to $6,900,000 which may be paid to
the underwriters’ as a deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer &
Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the
Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the
trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the
Company’s public shares if it is unable to complete its initial business combination within 18 months from the closing of the IPO
(or by such earlier liquidation date as the Company’s Board may approve), subject to applicable law, or (iii) the redemption of
the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated
Memorandum and Articles of Association to (A) modify the substance or timing of its obligation to allow redemption in connection with
its initial business combination or to redeem 100% of the Company’s public shares if it has not consummated an initial business
combination within 18 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of
the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.
On June 17, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 22, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated June 17, 2026, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the underwriters. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated June 17, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, June 17, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated June 17, 2026, by and among the Company and certain security holders. |
| |
|
|
| 10.3 |
|
Private Placement Warrants Purchase Agreement, dated June 17, 2026, between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated June 17, 2026, by and between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC,. |
| |
|
|
| 10.5 |
|
Letter Agreement, dated June 17, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated June 17, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.7 |
|
Form of Indemnity Agreement. |
| |
|
|
| 99.1 |
|
Press Release, dated June 17, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated June 22, 2026. |
| |
|
|
| 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 IV CORP |
| |
|
|
| |
By: |
/s/ E. Scott Crist |
| |
|
Name: |
E. Scott Crist |
| |
|
Title: |
Chief Executive Officer |
| Dated: June 24, 2026 |
|
|
Exhibit 99.1
Texas Ventures Acquisition IV Corp Announces the Pricing of $150,000,000
Initial Public Offering
New York, NY, June 17, 2026 (GLOBE NEWSWIRE) -- Texas Ventures
Acquisition IV Corp (the “Company”) announced today the pricing of its initial public offering of 150,000,000 units.
The units are expected to be listed on The Nasdaq Stock Market LLC (“Nasdaq”) and begin trading tomorrow, June 18,
2026, under the ticker symbol “TVIVU.” Each unit consists of one Class A ordinary share and one-half of one redeemable warrant,
each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain
adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities
constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the
symbols “TVIV” and “TVIVW,” respectively. The offering is expected to close on June 22, 2026, subject to customary
closing conditions. The Company has granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units at the initial
public offering price to cover over-allotments, if any.
The Company is a blank check company formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. The Company may pursue an acquisition opportunity in any business, industry or geographical location. The Company’s
primary focus, however, will be on targets focused on industrial technology, specifically companies implementing advanced technologies
including software, mobile and IoT applications, digital and energy transition and consolidation, logistics and transportation, cloud
and cyber communications as well as high bandwidth services, including LTE, remote sensing and 5G communications into the industrial sector.
The Company will pursue completing a business combination with a target that presents a significant value proposition to its customer
marketplace, including major cost reductions in the field, substantial returns on investment (ROI), a considerable decrease in carbon
footprint, and/or vast improvements in safety, compliance, and environmental protocol.
The Company’s management team is led by E. Scott Crist, its Chief
Executive Officer and Chairman of the Board of Directors (the “Board”), and R. Greg Smith, its Chief Financial Officer.
The Board also includes Andrew Clark, Harvin Moore, and Aruna Viswanathan.
Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC, is acting as the sole book-running manager for the offering.
The offering is being made only by means of a prospectus. When available,
copies of the prospectus may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019,
Attention: Prospectus Department, or by email at capitalmarkets@cohencm.com.
A registration statement relating to the securities has been filed
with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on June 17, 2026. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the proposed initial public offering and search for an initial business combination. No assurance
can be given that the offering discussed above will be completed on the terms described, or at all.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s
registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are
available on the SEC’s website, www.sec.gov. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contacts
Texas Ventures Acquisition IV Corp
E. Scott Crist
scott@texasventures.com
713-599-1300
Exhibit 99.2
Texas Ventures Acquisition IV Corp Completes
$172,500,000 Initial Public Offering
NEW YORK, NY, June 22,
2026 (GLOBE NEWSWIRE) -- Texas Ventures Acquisition IV Corp (the “Company”) announced today the closing of its initial
public offering of 17,250,000 units, which includes 2,250,000 units issued pursuant to the full exercise by the underwriters of their
over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $172,500,000.
The Company’s units
began trading on June 18, 2026 on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “TVIVU.” Each unit
consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, with each whole warrant entitling the holder
thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. Once the securities constituting
the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “TVIV”
and “TVIVW,” respectively.
Of the proceeds received
from the consummation of the initial public offering (including the full exercise of the over-allotment option) and a simultaneous private
placement of warrants, $173,362,500 (or $10.05 per unit sold in the offering) was placed in trust.
The Company is a blank
check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business, industry
or geographical location. The Company’s primary focus, however, will be on targets focused on industrial technology, specifically
companies implementing advanced technologies including software, mobile and IoT applications, digital and energy transition and consolidation,
logistics and transportation, cloud and cyber communications as well as high bandwidth services, including LTE, remote sensing and 5G
communications into the industrial sector. The Company will pursue completing a business combination with a target that presents a significant
value proposition to its customer marketplace, including major cost reductions in the field, substantial returns on investment (ROI),
a considerable decrease in carbon footprint, and/or vast improvements in safety, compliance, and environmental protocol.
The Company’s management
team is led by E. Scott Crist, its Chief Executive Officer and Chairman of the Board of Directors (the “Board”), and R. Greg
Smith, its Chief Financial Officer. The Board also includes Andrew Clark, Harvin Moore, and Aruna Viswanathan.
Cohen & Company Capital
Markets, a division of Cohen & Company Securities, LLC, acted as the sole book-running manager for the offering.
A registration statement
relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2026.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains
statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and
the anticipated use of the net proceeds thereof. No assurance can be given that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed
with the SEC. Copies are available on the SEC’s website, www.sec.gov. The
Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Company Contact:
Texas Ventures Acquisition IV Corp
E. Scott Crist
scott@texasventures.com
713-599-1300