Texas Ventures Acquisition III Corp

DEF 14A 1 tm2625539-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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A Cayman Islands Exempted Company

(Company Number 412436)

1012 Springfield Avenue

Mountainside, New Jersey, 07092

NOTICE OF EXTRAORDINARY GENERAL MEETING

To Be Held at 1:00 p.m. Eastern Time on October 19, 2026

TO THE SHAREHOLDERS OF TEXAS VENTURES ACQUISITION III CORP:

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Texas Ventures Acquisition III Corp (“we,” “us,” “our” or the “Company”) to be held at 1:00 p.m. Eastern Time on October 19, 2026 at the offices of the Company c/o Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, PO Box 10240, KY1-1002, Cayman Islands, and virtually via live webcast athttps://www.cstproxy.com/texasventuresacquisitioniii/2026, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You will be able to attend the Extraordinary General Meeting online, vote, view the list of shareholders entitled to vote at the Extraordinary General Meeting and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/texasventuresacquisitioniii/2026. The accompanying proxy statement (the “Proxy Statement”), is dated September 28, 2026, and is first being mailed to shareholders of the Company on or about September 28, 2026. The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following proposals:

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a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) pursuant to an amendment to the Articles in the form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to extend 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 “Extension” and, such date, the “Extended Date”);

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a proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated April 22, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to extend the date on which Continental must liquidate the trust account of the Company established in connection with the IPO (the “Trust Account”) if the Company has not completed its initial business combination, from October 24, 2026 to July 24, 2027 (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”); and

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a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal or (ii) where the board of directors (“Board”) has determined it is otherwise necessary (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.

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Each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are both a condition to the implementation of the Extension.

As previously disclosed, on September 2, 2026, we entered into an Agreement and Plan of Merger and Reorganization with Plus Automation, Inc. (the “Target”) on September 2, 2026 (the “Merger Agreement”) with respect to the potential initial business combination with the Target (the “Potential Business

Combination”). For more information about the Potential Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 3, 2026. Additional information regarding the Potential Business Combination and the Merger Agreement will also be available in a separate proxy statement/prospectus we intend to file with the SEC pursuant to which we will seek approval of the Potential Business Combination (the “Potential Business Combination Proxy Statement/Prospectus”). We also intend to hold a separate extraordinary general meeting for the Company’s shareholders to vote to approve the Potential Business Combination in accordance with the terms of the Merger Agreement. The Company’s shareholders and other interested persons are advised to read, once available, the Potential Business Combination Proxy Statement/Prospectus and any amendments thereto as well as other documents filed with the SEC by the Company in connection with the Potential Business Combination, as these documents will contain important information about the Company, Target and the Potential Business Combination.

While the parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Potential Business Combination, including the necessary filings with the SEC related to the transaction, our Board has determined that there may not be sufficient time before October 24, 2026 (the “Current Outside Date”), the date currently set by our Articles for us to complete our initial business combination, to hold an extraordinary general meeting to obtain shareholder approval of, and to consummate, the Potential Business Combination. Accordingly, our Board believes that in order for our shareholders to evaluate the Potential Business Combination and for us to be able to successfully consummate the Potential Business Combination, we will need to effect the Extension. If the Extension is not approved, we may not be able to consummate the Potential Business Combination. We urge you to vote at the Extraordinary General Meeting regarding the Extension.

In connection with the Extension Amendment Proposal, holders of public shares (the “public shareholders”) may elect to redeem their Class A ordinary shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO (the “Class A ordinary shares” or the “public shares”), and which election we refer to as the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Public shareholders (other than Sponsor Affiliate (as defined below), which as further described herein has agreed not to redeem the public shares that it holds in contemplation of the Potential Business Combination) may make an Election regardless of whether such public shareholders were holders as of the record date to vote at the Extraordinary General Meeting. Public shareholders who do not make the Election will remain able to exercise redemption rights in respect of any future business combination, including the Potential Business Combination, if applicable, subject to any limitations set forth in our Articles and would be entitled to have their shares redeemed for cash if we have not completed our initial business combination by the Extended Date.

Based upon the amount in the Trust Account as of August 31, 2026, which was $238,022,612, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.58 at the time of the Extraordinary General Meeting. The closing price of the public shares on the Nasdaq Stock Market on September 25, 2026, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.57. We cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON OCTOBER 15, 2026 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/​WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.

If the Extension is effected and a public shareholder does not make an Election, they will retain the right to vote on any proposed initial business combination in the future, including the Potential Business Combination, if applicable, and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a proposed initial business combination, including the Potential Business Combination, if applicable, is completed.

The purpose of the Trust Amendment is to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination, from October 24, 2026 to July 24, 2027.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders (i) in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal or (ii) where the Board has determined it is otherwise necessary.

If either the Extension Amendment Proposal or the Trust Amendment Proposal are not approved and we do not consummate our initial business combination by October 24, 2026, as contemplated by our IPO prospectus and in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holder of our Class B ordinary shares (the “Class B ordinary shares” or the “founder shares” and, together with the public shares, the “shares” or “ordinary shares”), Yorkville Acquisition Sponsor II, LLC (“Sponsor”), will not receive any monies held in the Trust Account as a result of its ownership of the founder shares. In addition, an affiliate of our Sponsor (“Sponsor Affiliate”) holds 1,050,000 public shares, which as disclosed in the Current Report on Form 8-K filed with the SEC on September 3, 2026, pursuant to the terms of a Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of August 27, 2026, Sponsor Affiliate will not redeem in contemplation of the Potential Business Combination. However, in the event of a liquidation, Sponsor Affiliate will receive a portion of the monies held in the Trust Account as a result of its ownership of public shares.

The approval of each of the Extension Amendment Proposal and the Trust Amendment Proposal requires a special resolution under the Cayman Islands Companies Act and our Articles, being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding Class A ordinary shares and Class B ordinary shares, voting together as a single class, that, being present and entitled to vote at the Extraordinary General Meeting, are voted at the Extraordinary General Meeting. The approval of both the Extension Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our Board’s plan to (1) extend the date by which we must consummate an initial business combination and (2) consummate the Potential Business Combination. Therefore, our Board will abandon and not implement either amendment unless our shareholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

The approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Act and our Articles, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares, voting together as a single class, that, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Our Board has fixed the close of business on September 25, 2026 as the record date for determining the shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof.

After careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Under our Articles, no other business may be transacted at the Extraordinary General Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your ordinary shares.

September 28, 2026

By Order of the Board of Directors

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote in person at the Extraordinary General Meeting (including by virtual means as provided herein). If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank (including by virtual means as provided herein). Your failure to vote or instruct your broker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention will be counted towards the quorum requirement.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on October 19, 2026: This notice of extraordinary general meeting and the accompanying Proxy Statement are available athttps://www.cstproxy.com/texasventuresacquisitioniii/2026.