Texas Ventures Acquisition III Corp

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A Cayman Islands Exempted Company

(Company Number 412436)

1012 Springfield Avenue

Mountainside, New Jersey, 07092

EXTRAORDINARY GENERAL MEETING IN LIEU OF

ANNUAL GENERAL MEETING

TO BE HELD ON OCTOBER 19, 2026

PROXY STATEMENT

The extraordinary general meeting (the “Extraordinary General Meeting”) of Texas Ventures Acquisition III Corp (“we,” “us,” “our” or the “Company”) will 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 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 this 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 IPO 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 this Proxy Statement, to extend the date on which Continental must liquidate the Trust Account established in connection with the IPO 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 our board of directors (the “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 this 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, the 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.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $238,022,612 that was in the Trust Account as of August 31, 2026. In such event, and although the subscription agreements for financing that we entered into on September 2, 2026, as announced in our Current Report on Form 8-K filed with the SEC on September 3, 2026 are expected to enable us to satisfy the minimum cash condition to closing of the Potential Business Combination, to the extent that for any reason this committed financing does not do so, then we may need to obtain additional funds to complete the Potential Business Combination or any other initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

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 “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 (the “Forward Purchase Agreement”), 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.

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 (the “Nasdaq”) 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.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment Proposal will constitute consent for us to (1) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed in connection with the Extension Amendment Proposal multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares and (2) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds will remain in the Trust Account. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on any initial business combination, including the Potential Business Combination, if applicable, through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved.

Under the Trust Amendment Proposal, we will amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account to the Extended Date.

Our Board has fixed the close of business on September 25, 2026 as the record date for determining our 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. On the record date of the Extraordinary General Meeting, there were 30,000,000 ordinary shares outstanding, of which 22,500,000 were public shares (of which Sponsor Affiliate holds 1,050,000 public shares) and 7,500,000 were founder shares held by Sponsor. The founder shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor, which holds all of the founder shares, and which, in connection with our entry into the Merger Agreement, concurrently entered into a Sponsor Support Agreement with us and Target (the “Sponsor Support Agreement”), as disclosed in the Current Report on Form 8-K filed with the SEC on September 3, 2026, that committed Sponsor to vote its founder shares in favor of any Extension, that it and Sponsor Affiliate each intend to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.

This Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies. We have engaged Sodali & Co. (“Sodali”), to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Sodali a fee of $22,500. We will also reimburse Sodali for reasonable out-of-pocket expenses and will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

This Proxy Statement is dated September 28, 2026 and is first being mailed to shareholders on or about September 28, 2026.