Filing Summary
Business context and reporting period
Texas Ventures Acquisition III Corp, a Cayman Islands special purpose acquisition company, reported on September 30, 2026 that it issued a working capital note to its sponsor. The Form 8-K was signed October 7, 2026.
Financial terms and liquidity
- The Company issued Yorkville Acquisition Sponsor II, LLC a $250,000 convertible unsecured promissory note to provide additional working capital.
- The note bears no interest and is payable on the earlier of the Company’s initial business combination or the effective date of winding up.
- At the Sponsor’s election upon the business combination, principal may convert at $10 per unit into units identical to the Company’s private placement units, rounded down to whole units. Conversion is capped at 25,000 units.
- Each unit comprises one Class A ordinary share and one-half of a redeemable warrant. Each whole warrant is exercisable for one Class A ordinary share at $11.50, beginning 30 days after the business combination, and generally expires five years after it.
Changes, outlook, and risks
The note creates a direct financial obligation and potential equity dilution. The filing provides no revenue, profit, cash flow, margin, debt-balance, or liquidity figures beyond the note terms; it gives no guidance or business-combination outlook. The note was issued in an unregistered transaction relying on Securities Act Section 4(a)(2).
Key facts for investors to verify
- Review Exhibit 10.1 for the full note terms, including conversion and repayment provisions.
- Monitor whether the Sponsor elects conversion and the resulting number of units, shares, and warrants.
- Confirm the Company’s available working capital and ability to repay the note if no business combination occurs.