Texas Ventures Acquisition III Corp, a Cayman Islands blank check company listed on NASDAQ:TVA, filed a current report on November 10, 2026, disclosing that on November 8, 2026, it issued an amended and restated convertible unsecured promissory note to its sponsor, Yorkville Acquisition Sponsor II, LLC, covering aggregate principal of up to $750,000.

Key Highlights

  • Original note superseded: A prior convertible unsecured promissory note in the aggregate principal amount of $250,000, issued September 30, 2026, was amended, restated, superseded, and replaced in its entirety by the new instrument.
  • Additional loan capacity: On November 8, 2026, the Sponsor agreed to loan up to an additional $500,000 to the Company for working capital purposes, according to the filing.
  • No interest accrual: The filing states that the principal balance of the A&R Working Capital Note shall not accrue interest.
  • Conversion terms: At the Sponsor's election upon consummation of an initial business combination, principal converts at $10.00 per unit into units identical to private placement units, capped at a maximum of 75,000 New Units.
  • Warrant exercise price: Each whole warrant included in a New Unit entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, according to the filing.
  • Repayment trigger: The principal balance is payable on the earlier of the date the Company consummates its initial business combination or the date the winding up of the Company is effective.

Amended Note Terms and Sponsor Loan Details for Texas Ventures III

According to the filing, Texas Ventures Acquisition III Corp, incorporated in the Cayman Islands and operating as a blank check company headquartered at 1012 Springfield Avenue, Mountainside, New Jersey, entered into the amended and restated convertible unsecured promissory note with Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company, on November 8, 2026. The A&R Working Capital Note amends, restates, supersedes, and replaces the Prior Note in its entirety. The Prior Note had been issued on September 30, 2026, in the aggregate principal amount of $250,000, as previously disclosed in the Company's Form 8-K filed October 8, 2026.

The filing discloses that the Sponsor agreed to loan up to an additional $500,000 on November 8, 2026, bringing the aggregate principal amount under the A&R Working Capital Note to up to $750,000. The Company stated it relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the note. The instrument is convertible at the Sponsor's election, with any elected principal converting at $10.00 per unit into New Units consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant. The filing notes conversion is capped at a maximum of 75,000 New Units.

Each whole redeemable warrant included in a New Unit entitles the holder to purchase one Class A ordinary share at $11.50 per share, according to the filing. The warrants become exercisable beginning 30 days after the completion of the Company's initial business combination and expire five years after consummation of the initial business combination, or earlier upon redemption or liquidation. The filing was signed by Troy Rillo, Chief Executive Officer and Chief Financial Officer, on November 10, 2026.

What Was Disclosed

Texas Ventures Acquisition III Corp disclosed the issuance of an amended and restated convertible unsecured promissory note, covering up to $750,000 in aggregate principal, to its sponsor on November 8, 2026, replacing a prior $250,000 note and creating a direct financial obligation as reported under Items 1.01 and 2.03 of the current report.