Texas Ventures Acquisition III Corp 8-K, filed Oct 20, 2026
Texas Ventures Acquisition III Corp (TVA)
About this 8-K
Texas Ventures Acquisition III Corp filed this 8-K on October 20, 2026, reporting on events of October 19, 2026.
Texas Ventures Acquisition III Corp shareholders extended the business combination and trust liquidation deadline from October 24, 2026 to July 24, 2027 and redeemed 17,699,488 Class A ordinary shares, leaving 4,800,512 outstanding. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As disclosed in a Current Report on Form 8-K that Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares (the “Company”), filed on April 28, 2025 with the U.S. Securities and Exchange Commission (the “SEC”), the Company previously entered into an Investment Management Trust Agreement (the “IMTA”), dated April 22, 2025, with Continental Stock Transfer & Trust Company (“CST”), as trustee.
On October 19, 2026, the Company held an extraordinary general meeting of its shareholders (the “Meeting”). At the Meeting, the Company’s shareholders of record as of the close of business on September 25, 2026 (the “Record Date”) approved, by special resolution, an amendment to the IMTA in the form set forth in Annex B to the Proxy Statement (as defined below) (the “IMTA Amendment”), that extends the date on which CST must liquidate the trust account of the Company established in connection with the IPO (as defined below) (the “Trust Account”) if the Company has not completed its initial business combination (as defined below), from October 24, 2026 to July 24, 2027, effective immediately, as described in more detail in the definitive proxy statement on Form DEF 14A filed by the Company with the SEC on September 28, 2026 as supplemented by the definitive additional soliciting materials filed by the Company with the SEC on October 9, 2026 (the “Proxy Statement”). Following such approval by the Company’s shareholders, the Company and CST entered into the IMTA Amendment on October 19, 2026.
The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Meeting on October 19, 2026, the Company’s shareholders approved, by special resolution, an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”) in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”), that extends the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete an initial business combination, and (3) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on April 24, 2025 (the “IPO”), from October 24, 2026 to July 24, 2027.
The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Meeting, an aggregate of 20,877,225 of the Company’s ordinary shares, which represents a quorum of the 30,000,000 ordinary shares outstanding and entitled to vote as of the Record Date, were represented in person or by proxy at the Meeting.
At the Meeting, the Company’s shareholders voted on the following proposals, each of which was approved:
(1) The Extension Amendment Proposal: a proposal to amend the Articles pursuant to the Extension Amendment, to extend the date by which the Company must (1) consummate an initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete an initial business combination, and (3) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the IPO, from October 24, 2026 to July 24, 2027. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:
| For | Against | Abstain | ||
| 19,248,978 | 1,628,247 | 0 |
(2) The Trust Amendment Proposal: a proposal to amend the IMTA, dated April 22, 2025, by and between the Company and CST, as trustee, pursuant to the IMTA Amendment, to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from October 24, 2026 to July 24, 2027. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:
| For | Against | Abstain | ||
| 19,248,978 | 1,628,247 | 0 |
A proposal to adjourn the Meeting to a later date was not presented because there were sufficient votes to approve each of the other proposals.
No other items were presented for shareholder approval at the Meeting.
| Item 7.01 | Regulation FD Disclosure. |
The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
In connection with the Extension Amendment Proposal, the Company’s shareholders elected to redeem 17,699,488 Class A ordinary shares, which represents approximately 78.66% of the 22,500,000 Class A ordinary shares that were part of the units sold in the IPO, at a redemption price of approximately $10.58 per share. Such shareholders redeemed approximately $187,260,583 from the Trust Account. Following such redemptions, 4,800,512 Class A ordinary shares remain outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association, effective October 19, 2026. | |
| 10.1 | Amendment No. 1 to Investment Management Trust Agreement, dated as of October 19, 2026, by and between Texas Ventures Acquisition III Corp and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 19, 2026 | TEXAS VENTURES ACQUISITION III CORP | |
| By: | /s/ Troy Rillo | |
| Name: | Troy Rillo | |
| Title: | Chief Executive Officer & Chief Financial Officer | |
Exhibit 3.1
PROPOSED AMENDMENTS
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
TEXAS VENTURES ACQUISITION III CORP
Texas Ventures Acquisition III Corp
(the “Company”)
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
(a) amending the definition of “Completion Window” in Article 1.1 by deleting paragraph (b) thereof in its entirety:
“(b) ending on the date that is eighteen (18) months after the closing date of the IPO, such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.”
and replacing it with the following:
“(b) ending on the date that is twenty-seven (27) months after the closing date of the IPO, such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.”
Exhibit 10.1
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT
TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 19, 2026, by and between Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, on April 24, 2025, the Company consummated an initial public offering (the “Offering”) of Units of the Company, each of which is composed of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share;
WHEREAS, $226,125,000 ($10.05 per Unit) of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of April 22, 2025, by and between the Company and the Trustee (the “Original Agreement”);
WHEREAS, the Company has sought the approval of the holders of its Ordinary Shares and holders of its Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), at an extraordinary general meeting to: (i) extend the date before which the Company must complete a business combination from October 24, 2026 to July 24, 2027 (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from October 24, 2026 to July 24, 2027 (the “Trust Amendment”);
WHEREAS, holders of at least two-thirds of the then issued and outstanding Ordinary Shares and Class B Ordinary Shares, voting together as a single class, being present and entitled to vote at the extraordinary general meeting, approved the Extension Amendment, and holders of at least two-thirds of the then issued and outstanding Ordinary Shares and Class B Ordinary Shares, voting together as a single class, approved the Trust Amendment; and
WHEREAS, the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendments to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairperson of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable or owed and, in the case of Exhibit B, less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 27 months after the closing of the Offering (or such earlier date as the Company’s board of directors may approve); and
1
(2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as may be amended from time to time (the “Memorandum and Articles”) (such period, the “Completion Window”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable or owed and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;”.
2. Miscellaneous Provisions.
2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| Continental Stock Transfer & Trust Company, as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: Francis Wolf | ||
| Title: Vice President | ||
| Texas Ventures Acquisition III Corp | ||
| By: | /s/ Troy Rillo | |
| Name: Troy Rillo | ||
| Title: Chief Executive Officer and Chief Financial Officer | ||
[Signature Page to Amendment to Investment Management Trust Agreement]