Texas Ventures Acquisition III Corp

Unregistered Sales of Equity Securities

There were no sales of unregistered securities during the quarterly period covered by the Report. However, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate of 7,568,750 Private Placement Warrants to the Sponsor, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Clear Street LLC in the Private Placement at a purchase price of $1. 00 per Private Placement Warrant, generating gross proceeds to us of $7,568,750. Of those 7,568,750 Private Placement Warrants, the Sponsor purchased 4,700,000 Private Placement Warrants (including the 4,100,000 NMSI Private Placement Warrants) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Clear Street LLC purchased an aggregate of 2,868,750 Private Placement Warrants. The Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cohen & Company Capital Markets and/or its designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A). If we do not complete our initial Business Combination within the completion window, the Private Placement Warrants will expire worthless. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

On April 24, 2025, we consummated our Initial Public Offering of 22,500,000 Public Units, including 2,500,000 Units issued pursuant to the partial exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share, and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $22,500,000. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acted as the book-running manager of the offering and the sole representative of the underwriters. On April 24, 2025, simultaneously with the consummation of our Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an aggregate of 7,568,750 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, to our Sponsor, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Clear Street LLC, generating gross proceeds of $7,568,750.

Following the closing of our Initial Public Offering on April 24, 2025, a total of $226,125,000, comprised of $225,000,000 of the proceeds from the Initial Public Offering (which amount includes up to $9,000,000 of the Deferred Fee) and $1,125,000 of the proceeds from the Private Placement, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.

There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.