Form 8-K
8-K — Texas Ventures Acquisition III Corp
Accession: 0001104659-26-117837
Filed: 2026-10-21
Period: 2026-10-20
CIK: 0002033991
SIC: 6770 (BLANK CHECKS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
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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):
October 20, 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
TVACU
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.
Non-Convertible Promissory Note
As previously disclosed in the Current Report on
Form 8-K filed by Texas Ventures Acquisition III Corp (the “Company”) with the Securities and Exchange Commission on
October 20, 2026, on October 19, 2026, the shareholders of the Company approved the extension on a monthly basis of the date by which
the Company must consummate a business combination from October 24, 2026 up to July 24, 2027 (the date that is 27 months from the closing
date of the Company’s initial public offering (the “IPO”)) (the “Extension”). Pursuant to
the terms of the Extension, for each monthly extension, the Company is required to deposit $145,000 (each such deposit, an “Extension
Payment”) into the trust account with Continental Stock Transfer & Trust Company established in connection with the IPO
(the “Trust Account”) no later than two business days prior to the 24th day of each applicable month.
On October 20, 2026, the Company issued a non-convertible
promissory note (the “Non-Convertible Note”) in the aggregate principal amount of $145,000 to Yorkville Acquisition
Sponsor II, LLC, a Florida limited liability company (the “Sponsor”), in exchange for the Sponsor’s funding of
$145,000 to the Company. On October 21, 2026, the Company deposited the $145,000 principal amount of the Non-Convertible Note into
the Trust Account as the first monthly Extension Payment, extending the date by which the Company must consummate a business combination
to November 24, 2026.
Pursuant to the terms of the Non-Convertible Note,
the principal balance shall not accrue interest and shall be payable by the Company on the earlier of the date on which the Company consummates
its initial business combination or the date that the winding up of the Company is effective.
The foregoing description of the Non-Convertible Note does not purport
to be complete and is qualified in its entirety by reference to the full text of the Non-Convertible Note, which is filed herewith as
Exhibit 10.1 and 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 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Non-Convertible Promissory Note, dated October 20, 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 21, 2026
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2628055d2_ex10-1.htm · Sequence: 2
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT
BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
October 20, 2026
Principal Amount: $145,000.00
Texas Ventures Acquisition III Corp, a Cayman Islands exempted company
and blank check company (the “Maker”), promises to pay to the order of Yorkville Acquisition Sponsor II, LLC, a Florida
limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal
sum of One Hundred and Forty Five Thousand Dollars ($145,000.00) in lawful money of the United States of America, on the terms and conditions
described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.
1. Principal. The principal balance of this Note shall be payable
by the Maker on the earlier of: (i) the date on which Maker consummates its initial business combination or (ii) the date that
the winding up of the Maker is effective (such date, the “Maturity Date”). The principal balance may be prepaid at
any time, at the election of Maker. Under no circumstances shall any individual, including but not limited to any executive officer, director,
employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal
balance of this Note.
3. Application of Payments. All payments shall be applied first
to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s
fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Events of Default. The following shall constitute an event
of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker
to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker
of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by
it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or
the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of
any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies.
(a) Upon the occurrence and during the continuance of an Event
of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence and during the continuance of an Event
of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard
to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
6. Waivers. Maker and all endorsers and guarantors of, and sureties
for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all
errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue
to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any
sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained
by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7. Unconditional Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional
makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
8. Notices. All notices, statements or other documents which
are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by
facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such
party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail
address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given
on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or
electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing
if sent by mail.
9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
10. Severability. Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
11. Trust Waiver. Notwithstanding anything herein to the contrary,
the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account (the “Trust Account”) established in connection with Maker’s initial public offering,
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever; provided however that upon the consummation of the initial business combination, Maker shall repay the principal balance of
this Note out of the proceeds released to Maker from the Trust Account.
12. Amendment; Waiver. Any amendment hereto or waiver
of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
13. Assignment. No assignment or transfer of this Note
or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.
TEXAS VENTURES ACQUISITION III CORP
/s/ Troy Rillo
Troy Rillo, Chief Executive Officer & Chief Financial Officer
YORKVILLE ACQUISITION SPONSOR II, LLC
By: Yorkville Advisors Global, LP
Its: Manager
By: Yorkville Advisors Global II, LLC
Its: General Partner
/s/ Troy Rillo
Troy Rillo, Partner
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