Texas Ventures Acquisition III Corp 10-K

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Units, Class A Ordinary Shares, and Public Warrants are each traded on the Nasdaq Global Market (“Nasdaq”) under the symbols “TVACU,” “TVA,” and “TVACW” respectively. Our Units commenced public trading on April 23, 2025, and our Ordinary Shares and Warrants commenced separate trading on May 16, 2025. Holders As of April 15, 2026, we had 1 holder of record of our Class A Ordinary Shares, 1 holder of record of our Class B Ordinary Shares, 1 holder of record of our Units, 3 holders of record of our Private Placement Warrants, and 2 holders of record of our Public Warrants. Dividends We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. A Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any other share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Unregistered Sale of Equity Securities On August 1, 2024, the Prior Sponsor received 7,666,667 of the Company’s Class B Ordinary Shares in exchange for a payment of $25,000. On April 24, 2025, 166,667 Founder Shares were forfeited as the underwriters did not fully exercise the over-allotment option. Simultaneously with the closing of the IPO, the Company completed the private sale of 7,568,750 Private Placement Warrants to the Prior Sponsor, Cohen & Company, and Clear Street at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,568,750. Of those 7,568,750 Private Placement Warrants, the Prior Sponsor purchased 4,700,000 Private Placement Warrants and Cohen & Company and Clear Street purchased an aggregate of 2,868,750 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in our Initial Public Offering except that, so long as they are held by our New Sponsor, Cohen & Company, Clear Street, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrant), 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, Clear Street, and/or their designees, will not be exercisable more than five years from the commencement of sales in our Initial Public Offering in accordance with FINRA Rule 5110(g)(8). 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. 68 Table of Contents Use of Proceeds from our Initial Public Offering On April 24, 2025, we consummated our Initial Public Offering of 22,500,000 Units, which included 2,500,000 units issued pursuant to the partial exercise of the underwriters’ over-allotment option. The units were sold at a price of $10.00 per unit, and our Initial Public Offering generated gross proceeds of $225,000,000. The securities sold in our Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-284793). The SEC declared the registration statement effective on April 22, 2025. Upon the closing of the Initial Public Offering and the private placement, a total of $226,125,000 ($10.05 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placement were placed in a Trust Account, with Continental Stock Transfer & Trust Company acting as trustee and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, or held as uninvested cash or in an interest- or non-interest-bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more, in each case, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described in the IPO Registration Statement. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of public shareholders. Transaction costs amounted to $14,006,902, consisting of $4,500,000 of cash underwriting fee, $9,000,000 of deferred underwriting fee, and $506,902 of other offering costs. Repurchases None. ​ ITEM 6. [RESERVED] ​