Texas Ventures Acquisition III Corp-A美股招股说明书(2025-04-23版)

Texas Ventures AcquisitionIII Corp 20,000,000Units TexasVentures AcquisitionIIICorp is a blank check company incorporated as aCaymanIslands exempted company and formed for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization orsimilarbusiness combination with one or more businesses,which we refer tothroughoutthis prospectus as our initial business combination.We have not selectedanybusiness combination target and we have not,nor has anyone on our behalf,initiatedany substantive discussions,directly or indirectly,with any businesscombinationtarget.We may pursue an initial business combination in any business orindustry. This is an initial public offering of our securities. Each unit has an offering priceof$10.00 and consists of one Class A ordinary share and one-half of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one ClassAordinaryshare at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issueduponseparation of the units and only whole warrants will trade.The warrants willbecome exercisable 30days after the completion of our initial business combination,andwill expire five years after the completion of our initial business combinationorearlier upon redemption or our liquidation,as described herein.We have grantedtheunderwriters,a 45-day option from the date of this prospectus to purchase up toan additional 3,000,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless ofwhetherthey abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that are sold as part of the unitsinthis offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusiness days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account, less taxes payable,dividedby the number of then outstanding public shares,subject to the limitationsandontheconditionsdescribedherein.See“Summary—TheOffering—Redemptionrights for public shareholders upon completion ofourinitialbusinesscombination”and“Summary—TheOffering—Redemptionof public shares and distribution and liquidationifno initial business combination”for more information. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withourinitial business combination pursuant to the tender offer rules,our amended andrestatedmemorandum and articles of association provide that a public shareholder,togetherwith any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section13oftheSecurities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15% oftheshares sold in this offering without our prior consent.However,we would not berestrictingour shareholders’ability to vote all of their shares(including allsharesheld by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“Summary—TheOffering—Limitationon redemption rights of shareholders holding 15%ormore of the shares sold in this offering if we hold a shareholder vote”forfurther discussion on certain limitations on redemption rights. Oursponsor,TV PartnersIII,LLC,and the underwriters have committed to purchaseanaggregate of 7,250,000warrants(or 7,632,500warrantsif the underwriters’over-allotment option is exercised in full),each exercisable to purchase oneClassAordinary share at$11.50 per share,at a price of$1.00 per warrant,or$7,250,000in the aggregate(or$7,632,500 if the underwriters’over-allotmentoptionis exercised in full),in a private placement that will close simultaneouslywiththeclosingofthisoffering.Ofthose7,250,000warrants(or7,632,500warrants if the underwriters’ over-allotment option is exercised in full),oursponsor has agreed to purchase 4,700,000(including in the event that theunderwriters’over-allotment option is exercised in full)and underwriters have agreedto purchase 2,550,000warrants(or 2,932,500 private placement warrants iftheunderwriters’over-allotmentoptionisexercisedinfull).Eachprivateplacementwarrant is exercisable to purchase one ClassAordinary share at$11.50per share. Table of Contents Seveninstitutional investors(none of which are affiliated with any member of ourmanagement,our sponsor or any other investor),which we refer to as the“non-managingsponsor investors”throughout this prospectus,have expressed an interesttoindirectly purchase,