Form 8-K

8-K — Texas Ventures Acquisition III Corp

Accession: 0001104659-26-114460

Filed: 2026-10-08

Period: 2026-09-30

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: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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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):

September 30, 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

TCACU

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.

Working Capital Note

On September 30, 2026, Texas

Ventures Acquisition III Corp (the “Company”) issued a convertible unsecured

promissory note (the “Working Capital Note”) in the aggregate principal amount

of $250,000 to Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company (the “Sponsor”),

in order to provide the Company with additional working capital. Pursuant to the terms of the Working Capital Note, the principal balance

shall not accrue interest; shall be payable by the Company on the earlier of the date on which Company consummates its initial business

combination or the date that the winding up of the Company is effective; and is convertible at the Sponsor’s election upon the

consummation of the Company’s initial business combination. Should the Sponsor elect to convert all or a portion of the principal

balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into units identical to the private placement

units issued in connection with the Company’s initial public offering (each, a “New

Unit”), rounded down to the nearest whole number.

The foregoing description of the Working Capital

Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Working Capital Note, which

is filed hereto as Exhibit 10.1 and which 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 3.02.

Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Working Capital Note shall be convertible into a maximum

of 25,000 New Units. Each New Unit will consist of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class

A Ordinary Share”), and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A

Ordinary Share, at an exercise price of $11.50 per share, which will become exercisable beginning 30 days after the completion of the

Company’s initial business combination, subject to certain terms and conditions and will expire at 5:00 p.m., New York City time,

five years after the consummation of the initial business combination, or earlier upon redemption or liquidation.

The Company has relied upon Section 4(a)(2) of

the Securities Act of 1933, as amended, in connection with the issuance of the Working Capital Note.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Working Capital Note, dated September 30, 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 7, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2627252d1_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

September 30, 2026

Principal Amount: $250,000.00

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 Two Hundred Fifty Thousand Dollars ($250,000.00) 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 shareholder 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. Optional Conversion.

(a) Upon consummation of the business combination and at the Payee’s

option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert all or any portion

of the Note into that number of units of the post-business combination entity (the “New Units”) equal to: (i) the portion

of the principal amount of the Note being converted pursuant to this Section 3, divided by (ii) $10.00, rounded down to the nearest whole

number. Each New Unit shall have the same terms and conditions as private placement units issued simultaneously with the Maker’s

initial public offering.

(b) Upon any complete or partial conversion of the principal amount

of this Note (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied,

(ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against

delivery of the New Units, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains

outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note described in Section

3(a), Maker shall deliver to Payee the New Units, which shall bear such legends as are required, in the opinion of counsel to Maker or

by any other agreement between Maker and the Payee and applicable state and federal securities laws.

be payable with respect to any issue or delivery of the New Units upon conversion of this Note pursuant hereto; provided, however, that

the Payee shall pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion.

4. 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.

5. 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.

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.

6. Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default

specified in Section 5(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 5(b) and 5(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.

7. 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.

8. 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.

9. 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.

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED

IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11. 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.

12. 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.

13. 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.

14. 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

[Signature Page to Promissory Note]

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