DEF 14A of Texas Ventures Acquisition III Corp
Filed Sep 28, 20260001104659-26-111418
What interests do Sponsor, directors and officers have in the approval of the proposals?
What interests do Sponsor, directors and officers have in the approval of the proposals? Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, direct or indirect ownership of founder shares and warrants that may become exercisable in the future and advances that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extraordinary General Meeting — Interests of Sponsor, Directors and Officers.”
Interests of Sponsor, Directors and Officers
Interests of Sponsor, Directors and Officers When you consider the recommendation of our Board, you should keep in mind that Sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below: If we do not consummate our initial business combination transaction by October 24, 2026, which is 18 months after the closing of our IPO, or by the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite number of votes (or, if such date is further extended at a duly called extraordinary general meeting, such later date), we would: (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. In such event, the founder shares, which are owned by Sponsor, would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our holder of our founder shares have agreed to waive its rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete our initial business combination within the required period. In addition, simultaneously with the closing of our IPO, we consummated the sale of 7,568,750 private placement warrants at a price of $1.00 per warrant in a private placement to Prior Sponsor, Cohen & Company and Clear Street, with Prior Sponsor purchasing 4,700,000 private placement warrants and Cohen & Company and Clear Street purchasing an aggregate of 2,868,750 private placement warrants. On September 18, 2025, Sponsor purchased from the Prior Sponsor 7,500,000 founder shares and 4,700,000 private placement warrants for an aggregate purchase price of $7,400,000. The warrants are each exercisable for one ordinary share at $11.50 per share. If we do not consummate our initial business combination by October 24, 2026, or by the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite number of votes (or, if such date is further extended at a duly called extraordinary general meeting, such later date) then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by Sponsor and Cohen & Company and Clear Street and their affiliate will be worthless. • The founder shares held by Sponsor have an aggregate market value of approximately $79.28 million based on the last sale price of the public shares of $10.57 on Nasdaq on September 25, 2026. Based on the last sale price of $0.22 on Nasdaq on September 25, 2026 of the public warrants, the private placement warrants held by Sponsor have an aggregate market value of approximately $1.04 million. • Although the Merger Agreement does not provide for this, our directors and executive officers may continue to be directors and officers of any acquired business after the consummation of an initial business combination. As such, and in the event that any of our directors and executive officers do so, in the future they will receive any cash fees, stock options or stock awards that a post-business combination board of directors determines to pay to its directors and officers if they continue as directors and officers following such initial business combination. At this time, however, none of our directors are currently expected to continue as our directors after the consummation of the Potential Business Combination. • In order to protect the amounts held in the Trust Account, Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.05 per public share and (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act. • The continued indemnification of current directors and officers and the continuation of the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the closing of the Potential Business Combination. • Our Sponsor may in the future advance funds to us for working capital purposes. Any such advances will be non-interest bearing, unsecured and due at the consummation of our initial business combination. If we do not complete our initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay such advances and any other working capital advances made to us, but no proceeds held in the Trust Account would be used to repay such advances and any other working capital advances made to us, and the Sponsor may not be able to recover the value it has loaned us and any other working capital advances it may make. As disclosed in the Current Report on Form 8-K filed with the SEC on September 3, 2026, concurrent with our entry into the Merger Agreement, Sponsor Affiliate has entered into a Convertible Note and Warrant Subscription Agreement, pursuant to which, Sponsor Affiliate will, for a purchase price of $25 million, purchase from us at the time of the closing of the Potential Business Combination (i) a Senior Guaranteed Convertible PIK Notes (the “Convertible Note”) in an aggregate original principal amount of $27,777,778, issued at a 10% original issue discount, and (ii) warrants to purchase shares of Class A common stock (the “Convertible Note Warrants”), with the number of shares issuable upon exercise of the Convertible Note Warrants to be equal to 100% of the original principal amount of the applicable Convertible Note divided by $12.00.