As filed with the Securities and Exchange Commission on October 9, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Texas Ventures Acquisition III Corp

(Exact name of registrant as specified in its charter)

For Co-Registrants, see “Table of Co-Registrants” on the following page.

1012 Springfield Avenue

Mountainside, NJ 07092

Tel: (201) 380-7500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Troy Rillo

Chief Executive Officer and Chief Financial Officer

c/o Texas Ventures Acquisition III Corp

1012 Springfield Avenue

Mountainside, NJ 07092

Tel: (201) 380-7500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

* Prior to the consummation of the Business Combination described herein, the registrant intends to effect a deregistration under Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Texas Ventures Acquisition III Corp (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “PlusAI Holdings, Inc.”

The registrant and co-registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

Plus Automation, Inc.

2953 Bunker Hill Lane, Suite 305

Santa Clara, CA 95054

Tel: (408) 508-4758

Bryant Park

Plus Automation, Inc.

2953 Bunker Hill Lane, Suite 305

Santa Clara, CA 95054

Tel: (408) 508-4758

Indicate by check mark whether the co-registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the co-registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This proxy statement/prospectus relates to an Agreement and Plan of Merger and Reorganization, dated as of September 2, 2026 (as may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among TVA III, TVAC Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of TVA III (“Merger Sub I”), TVAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of TVA III (“Merger Sub II”, and, together with Merger Sub I, “Merger Subs”) and PlusAI, a copy of which is attached to this proxy statement/prospectus as an annex hereto.

The Merger Agreement, among other things and subject to the terms and conditions contained therein, provides for (a) the transfer of TVA III by way of continuation out of the Cayman Islands and domestication as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and (b) following the Domestication, the merger of Merger Sub I with and into PlusAI, with PlusAI continuing as the surviving corporation and a wholly owned subsidiary of TVA III (“First Merger”), and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, collectively, the “Merger,” and, together with the Domestication and other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”). Following the consummation of the business combination, TVA III will change its name to “PlusAI Holdings, Inc.” We refer to the new public entity following the consummation of the business combination as the “Post-Closing Company.”

This proxy statement/prospectus serves as:

This proxy statement/prospectus covers up to an aggregate of 214,480,313 shares of Post-Closing Company Class A common stock, representing the estimated maximum number of shares to be issued to the existing securityholders of TVA III and PlusAI at the Closing or, following the Closing, upon the exercise of Post-Closing Company warrants (including assumed warrants), the conversion of shares of Post-Closing Company Class B common stock and Post-Closing Company Class C common stock and/or the issuance of any Earnout Shares upon an Earnout Triggering Event.

Interests of Sponsor and its Affiliates

On September 18, 2025, Yorkville Acquisition Sponsor II, LLC (the “Sponsor”) acquired from the initial sponsor of TVA III, TV Partners III, LLC (the “Prior Sponsor”) an aggregate of (a) 7,500,000 Class B ordinary shares of TVA III, par value $0.0001 per share (the “TVA III Class B Ordinary Shares”) and (b) 4,700,000 TVA III Private Placement Warrants (as defined below), for an aggregate purchase price of $7,400,000. See the section entitled “Certain Relationships and Related Person Transactions — TVA III Related Person Transactions.”

TVA III sold private placement warrants to the Prior Sponsor and the underwriters of the April 24, 2025 initial public offering of TVA III (the “TVA III IPO“) in a private placement that occurred simultaneously with the closing of the TVA III IPO. Each private placement warrant is exercisable to purchase one whole TVA III Class A Ordinary Share at a price of $11.50 per share (the “TVA III Private Placement Warrants”). The TVA III Private Placement Warrants will become exercisable 30 days after the completion of the initial business combination.

The Sponsor is restricted from transferring, assigning or selling either the TVA III Class B Ordinary Shares or the TVA III Private Placement Warrants (including the Class A ordinary shares of TVA III, par value $0.0001 per share (the “TVA III Class A Ordinary Shares”) issuable upon exercise of the Private Placement Warrants) that it holds prior to the consummation of TVA III’s initial business combination, and with respect to the Private Placement Warrants, subject to certain limited exceptions, until the date that is 30 days after the closing of TVA III’s initial business combination. Furthermore, if the business combination is consummated, each of the Sponsor, its affiliate, YA II PN, Ltd. (the “Sponsor Affiliate”), and any of their permitted transferees holding the shares of Class A common stock of TVA III, par value $0.0001 per share (the “TVA III Class A Common Stock”) into which the TVA III Class B Ordinary Shares will convert following the Domestication or the TVA III Private Placement Warrants has agreed to the Lockup (as defined herein). Additional stockholders of the Post-Closing Company will also be subject to the Lockup. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Amended and Restated Registration Rights Agreement.”

Between February 4, 2025 and February 27, 2025, Sponsor Affiliate purchased an aggregate of 1,050,000 TVA III Class A Ordinary Shares on the open market at prices between $10.4785 and $10.7993 per share.

Prior to or in connection with the completion of the initial business combination, there may be payment by the Company to the Sponsor, officers or directors, or TVA III’s or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of the initial business combination, which, if made prior to the completion of the initial business combination, will be paid from funds held outside the trust account.

The Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on TVA III’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. TVA III’s audit committee reviews on a quarterly basis all payments that were made to the Sponsor, officers, directors or TVA III’s or their affiliates. Any such payments prior to an initial business combination are made from funds held outside the trust account.

Subject to the terms of the Merger Agreement, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on TVA III’s behalf.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or TVA III’s officers and directors or their respective affiliates may, but are not obligated to, loan TVA III funds as may be required. If TVA III completes an initial business combination, TVA III would repay such loaned amounts. In the event that the initial business combination does not close, TVA III may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Amounts outstanding under such loans, up to $1,500,000, are convertible, at the Sponsor’s election, upon the consummation of the business combination, into units identical to the TVA III Public Units at a price of $10.00 per unit, rounded down to the nearest whole number. Prior to the completion of the initial business combination, TVA III does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as TVA III does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account. As of September 30, 2026 and December 31, 2025, TVA III had $250,000 and no borrowings, respectively, under such loans.

TVA III has agreed to indemnify the Sponsor and its members (present and former), managers and affiliates and their respective present and former officers and directors to the fullest extent permitted under applicable law from any claims made by TVA III or a third party in respect of any investment opportunities sourced by them or any liability arising with respect to their activities in connection with TVA III’s affairs, to the extent that such indemnification, hold harmless and exoneration obligations with respect to such matters are not expressly covered by a separate written agreement between TVA III and any such party. Such indemnity will provide that the indemnified parties cannot access the funds held in the trust account.

After the initial business combination, members of TVA III’s management team who remain with TVA III may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to TVA III’s shareholders, to the extent then known, in this proxy statement/prospectus or other proxy solicitation materials furnished to TVA III’s shareholders. It is unlikely the amount of such compensation is fully known at the time of distribution of this proxy statement/prospectus, or will be fully known at the time of a general meeting held to consider the initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Concurrently with the execution of the Merger Agreement, TVA III entered into the Sponsor Support Agreement with Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company (the “Sponsor”), TVA III and PlusAI, together with Troy Rillo, Mark Angelo, Scott Glabe, Alan Garten and Lawrence Glick, each of whom is a member of TVA III’s board of directors and/or management team (the “Insiders”). The following summary of material provisions of the Sponsor Support Agreement is qualified by reference to the complete text of the Sponsor Support Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Exhibit C to Annex A. All shareholders are encouraged to read the Sponsor Support Agreement in its entirety for a more complete description of the terms and conditions of the Sponsor Support Agreement.

Pursuant to the terms of the Sponsor Support Agreement, the Sponsor agreed, among other things: (a) at the extraordinary general meeting to be present in person or by proxy and vote, or cause to be voted at such meeting, all shares of capital stock of TVA III held by the Sponsor (the “Sponsor Securities”) or held by Sponsor Affiliate (such shares, the “Sponsor Affiliate Securities”), entitled to vote thereon (i) in favor of the SPAC Stockholder Matters and (ii) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any extraordinary general meeting; (b) at the extraordinary general meeting to be present in person or by proxy and vote, or cause to be voted at such meeting, all Sponsor Securities and Sponsor Affiliate Securities entitled to vote thereon against (i) any business combination other than with PlusAI, its stockholders and their respective affiliates and representatives; (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of TVA III; (iii) any change in the business, management or board of directors of TVA III; and (iv) certain other actions, proposals or agreements; and (c) if approval of the SPAC Extension is sought from TVA III’s shareholders, the Sponsor shall vote all of its TVA III Class B Ordinary Shares and any other shares acquired by the Sponsor in favor of any proposal approving such SPAC Extension. In addition, the Sponsor and the Insiders, automatically and without

any further action by the Sponsor or TVA III, irrevocably (a) waive any adjustment to the conversion ratio set forth in the Existing SPAC Governing Document and any rights to other anti-dilution protections pursuant to the TVA III MAA, as adopted by special resolution on April 22, 2025, or otherwise, and, as a result, the shares of TVA III Class B Ordinary Shares shall convert into Post-Closing Company common stock (or such equivalent security) in connection with the Domestication and consummation of the Mergers on a one-for-one basis, and (b) agree not to assert or perfect any rights to adjustment or other anti-dilution protections, in each case, in connection with the Transactions. Furthermore, if all fees, costs and expenses of TVA III incurred prior to and through the Closing Date in connection with the Transactions (collectively, the “SPAC Transaction Expenses”), other than specified SPAC Transaction Expenses, exceed $7.5 million (the “Excess Amounts”), the Sponsor will, at its sole discretion, either (a) pay, or cause an affiliate of the Sponsor to pay, the Excess Amounts to TVA III or an account designated by TVA III in cash by wire transfer of immediately available funds or (b) forfeit such number of TVA III Class B Ordinary Shares or shares of TVA III Class A Ordinary Shares issued or issuable upon the conversion of such shares equal to ((1) the Excess Amounts minus (2) any cash amounts paid pursuant to clause (a)) divided by $10.00, subject to the limitation that the number of forfeited shares may not exceed the number of Founder Shares owned by the Sponsor as of the date of the Sponsor Support Agreement.

The Sponsor Support Agreement does not provide for vesting and forfeiture of any TVA III Founder Shares based on the amount of the Available Closing SPAC Cash or the achievement of certain stock price performance after the Closing.

Concurrently with the execution and delivery of the Merger Agreement, TVA III and PlusAI entered into subscription agreements with certain investors, pursuant to which TVA III agreed to issue and sell, in private placements to close following the Domestication and substantially concurrently with the Closing, (i) convertible promissory notes in an aggregate original principal amount of $63,888,888, issued at a 10% original issue discount and (ii) shares of Post-Closing Company Class A common stock for aggregate purchase price of $4,000,000, in each case together with related warrants to purchase Post-Closing Company Class A common stock. In connection with these private placements, the Sponsor Affiliate subscribed for the purchase of a convertible note in the principal amount of $27,777,777.78. See the section entitled “Proposal No. 1 —The Business Combination Proposal — Certain Agreements Related to the Business Combination.”

On August 27, 2026, TVA III and the Sponsor Affiliate entered into a Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of August 27, 2026 (the “Forward Purchase Agreement”), pursuant to which TVA III agreed to pay to the Sponsor Affiliate a prepayment amount equal to the product of up to 1,050,000 TVA III Class A Ordinary Shares (the “FPA Shares”) multiplied by the applicable per-share redemption price (the “Prepayment Amount”). TVA III is expected to pay the Prepayment Amount one business day following the Closing, and the Forward Purchase Agreement matures 35 days after the Closing. See the section entitled “Proposal No. 1 —The Business Combination Proposal — Certain Agreements Related to the Business Combination.”

The following summarizes the pro forma shares of the Post-Closing Company common stock (as defined herein) issued and outstanding immediately after the business combination and Transactions (as defined herein) on an issued and outstanding basis, presented under the following redemption scenarios:

The following table illustrates varying ownership levels in the Post-Closing Company immediately following the consummation of the business combination in the below redemption scenarios, but, in each case, includes the dilutive effect of the issuance of all Earnout Shares, TVA public and private warrants, the issuance of all shares of Post-Closing Company Class A common stock upon exercise of outstanding PlusAI options assumed by the Post-Closing Company, the issuance of all shares of Post-Closing Company Class A common stock upon the release of unvested PlusAI RSUs assumed by the Post-Closing Company before any reduction of shares withheld to settle tax obligations, the issuance of all shares of Post-Closing Company Class A common stock initially reserved for issuance under the Incentive Plan and the ESPP, the issuance of Post-Closing Company Class A common stock in the PIPE Investment (as defined herein), the issuance of Post-Closing Company Class A common stock upon conversion of the convertible promissory notes issued in the Convertible Notes (as defined herein), the issuance of Post-Closing Company Class A common stock upon exercise of the warrants issued in the PIPE Investment and the Convertible Notes (as defined herein), and the issuance of Post-Closing Company Class A common stock resulting from the issuance of PlusAI Class A common stock to certain PlusAI insiders in connection with the PIPE Investment and the Convertible Notes (as defined herein), but excludes any shares of Post-Closing Company Class A common stock issued or issuable pursuant to securities

convertible into shares of Post-Closing Company Class A common stock that may be issued pursuant to one or more private placements or non-redemption arrangements that may be consummated prior to or substantially concurrently with the Closing except for the PIPE Investment and the Convertible Notes (each, an “Other PIPE Investment”) or any commercial agreements that may be consummated prior to or substantially concurrently with the Closing (each, a “Strategic Commercial Transaction”), except for the issuance of the TRATON Warrants.

See the sections entitled “Proposal No. 1 — The Business Combination Proposal — General — Impact of the Business Combination on Our Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

After careful consideration, the TVA III Board has unanimously approved the Merger Agreement and the other proposals described in this proxy statement/prospectus. The TVA III Board has also determined that it is advisable to consummate the business combination and that the business combination is just, equitable and fair and in the best interests of TVA III and its shareholders.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting in lieu of an annual meeting of shareholders of TVA III scheduled to be held on , 2026.

The TVA III public units, TVA III public shares and TVA III public warrants are each traded on Nasdaq under the symbols “TVACU”, “TVA” and “TVACW”, respectively. In connection with the Transactions, TVA III intends to apply to have Post-Closing Company Class A common stock listed on Nasdaq under the symbol “PXAI,” and the Post-Closing Company will change its name to “PlusAI Holdings, Inc.” It is a condition to the consummation of the business combination that the shares of Post-Closing Company Class A common stock to be issued (or reserved for issuance) in the Transactions have been listed on the Stock Exchange and shall be eligible for continued listing immediately following the closing, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the business combination will not be consummated unless the listing condition is waived by the parties to the Merger Agreement.

TVA III is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the extraordinary general meeting in lieu of an annual meeting of TVA III’s shareholders. It also contains or references information about TVA III, PlusAI and the Post-Closing Company. We encourage you to carefully read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the TVA III Board, you should keep in mind that the Sponsor and TVA III’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor, TVA III’s officers and directors and/or their affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating TVA III. See the section of this proxy statement/prospectus entitled “Proposal No. 1 —The Business Combination Proposal — Interests of Certain TVA III Persons in the Business Combination” and “Other Information Related to TVA III — Conflicts of Interest” for a further discussion of these considerations. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 38 of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated , 2026, and is first being mailed to TVA III shareholders on or about , 2026.

TEXAS VENTURES ACQUISITION III CORP

1012 Springfield Avenue

Mountainside, New Jersey 07092

Dear Texas Ventures Acquisition III Corp Shareholders,

On behalf of Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (“TVA III,” “we” or “our”) board of directors (the “TVA III Board”), we cordially invite you to an extraordinary general meeting in lieu of an annual general meeting (the “extraordinary general meeting”) of shareholders of TVA III, to be held via live webcast at a.m. Eastern Time, on , 2026. For purposes of Cayman Islands law and the TVA III MAA, the physical location of the extraordinary general meeting will be DLA Piper LLP (US) at 3203 Hanover Street, Suite 100, Palo Alto, California 94304. The extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/texasventuresacquisitioniii/bc2026, where you will be able to listen to the meeting live, ask questions and vote during the meeting.

On September 2, 2026, TVA III entered into an Agreement and Plan of Merger and Reorganization (as may be further amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among TVA III, TVAC Merger Sub I, Inc., a Delaware corporation and direct, wholly owned Subsidiary of TVA III (“Merger Sub I”), TVAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of TVA III (“Merger Sub II”, and, together with Merger Sub I, “Merger Subs”) and Plus Automation, Inc., a Delaware corporation (“PlusAI”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for (a) the transfer of TVA III by way of continuation out of the Cayman Islands and domestication as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and (b) following the Domestication, the merger of Merger Sub I with and into PlusAI, with PlusAI continuing as the surviving corporation, and immediately thereafter, such surviving corporation merging with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and as a wholly owned subsidiary of TVA III (the “Merger,” and, together with the Domestication and other transactions contemplated by the Merger Agreement and the related agreements, the “Transactions” or the “business combination”). In connection with the business combination, TVA III will change its name to “PlusAI Holdings, Inc.” We refer to the new public entity following the consummation of the Transactions (the “Closing”) as the “Post-Closing Company.”

Subject to the terms and conditions of the Merger Agreement, the value of the aggregate consideration to be paid to PlusAI stockholders and holders of PlusAI SAFEs, vested PlusAI RSUs, vested PlusAI options and vested PlusAI warrants will be (1) $800,000,000 (the “Equity Value”), which consideration will be paid entirely in shares of common stock, par value $0.0001 per share, of the Post-Closing Company (“Post-Closing Company common stock”), in an amount equal to $10.00 per share, in addition to (2) the contingent right to receive up to an aggregate of 70,000,000 shares of Post-Closing Company common stock reduced by 7,000,000 shares allocated to the Post-Closing RSU Pool for future issuances resulting in 63,000,000 shares outstanding at the Closing, which will be issued to certain eligible holders of pre-Closing securities of PlusAI during the five-year period following the Closing (the “Earnout Period”), in three tranches consisting of 21,000,000 shares each (such shares, the “Earnout Shares”), upon the satisfaction of certain price targets, which will be based upon (a) the volume-weighted average sale price of one share of Post-Closing Company Class A common stock as quoted on the Capital Market tier of the Nasdaq Stock Market (“Nasdaq”) or the exchange on which the shares of Post-Closing Company Class A common stock are then traded, for any 20 trading days within any 180 consecutive trading day period within the Earnout Period or (b) if the Post-Closing Company undergoes a Change in Control, the price per share received by shareholders of the Post-Closing Company in such Change in Control transaction (or if consideration is not received by shareholders of the Post-Closing Company, the price per share implied by such transaction). At the Effective Time, each share of PlusAI common stock issued and outstanding immediately prior to the Closing (other than Excluded Shares and Dissenting Shares) will be automatically surrendered and exchanged for the right to receive a number of shares of Post-Closing Company common stock equal to the Exchange Ratio, which is based on the Per Share Equity Value (calculated in accordance with the Merger Agreement). Subject to the assumptions described herein, as of the date of this proxy statement/prospectus, we estimate that the Exchange Ratio will be approximately 0.0440 shares of Post-Closing Company common stock for each issued and outstanding share of PlusAI common stock. See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Structure of the Transactions.”

At the extraordinary general meeting, TVA III shareholders will be asked to consider and vote upon:

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the business combination proposal (as such term is defined in TVA III's proxy statement/prospectus dated , 2026), be approved, ratified and confirmed in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that the domestication proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026), be approved, ratified and confirmed in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that the organizational documents proposal (as such terms are defined in TVA III’s proxy statement/prospectus dated , 2026) be approved and adopted.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that on an advisory non-binding basis, the advisory organizational documents proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026), be approved and adopted.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the stock issuance proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026) be approved in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the incentive plan proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026) be approved in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the ESPP proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026) be approved in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, on a non-binding advisory basis, that the director election proposal (as such term is defined in TVA III's proxy statement/prospectus dated , 2026) be approved in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026) be approved in all respects.”

Each of these proposals are more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only TVA III shareholders of record at the close of business on , 2026 are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements thereof.

Consummation of the business combination is conditioned on the approval of each of the condition precedent proposals. If any of those proposals are not approved at the extraordinary general meeting (or any adjournment or postponement thereof), then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the business combination may not be consummated.

All TVA III shareholders are cordially invited to attend the extraordinary general meeting, and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the extraordinary general meeting (or any adjournment or postponement thereof). To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible and no later than the time of the extraordinary general meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. If your shares of TVA III’s shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote, obtain a proxy card from your broker or bank.

TVA III Class A Ordinary Shares are currently listed on Nasdaq under the symbol “TVA”. In connection with the Transactions, TVA III intends to apply to have Post-Closing Company Class A common stock listed on Nasdaq under the symbol “PXAI,” and it will change its name to “PlusAI Holdings, Inc.”

Pursuant to the TVA III Articles, a holder of TVA III Class A Ordinary Shares sold in TVA III’s initial public offering (whether they were purchased in TVA III’s initial public offering or thereafter in the open market) (“TVA III public shares”) may demand that TVA III redeem such shares for cash if the business combination is consummated (“redemption rights”). Such redemption rights are not available to our Sponsor, directors or officers. Eligible holders of TVA III public shares will be entitled to receive cash for these shares only if they demand that TVA III redeem their TVA III public shares for cash no later than the second business day prior to the initially scheduled vote on the business combination proposal or such later date as our directors may determine (the “Redemption Deadline”) by delivering their shares and requesting in writing that TVA III redeem such TVA III public shares for cash to Continental Stock Transfer & Trust Company, TVA III’s transfer agent. If the business combination is not completed, the TVA III public shares will not be redeemed. If an eligible holder of TVA III public shares properly exercises their

redemption rights and the business combination is consummated, TVA III will redeem such shares for cash in an amount equal to their pro rata portion of the funds in the trust account holding the proceeds from TVA III’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the business combination net of taxes payable.

Notwithstanding the foregoing, a holder of TVA III public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the TVA III public shares. Accordingly, all TVA III public shares in excess of 15% held by a TVA III public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the prior consent of our directors. Such redemption rights are also not available to our Sponsor, officers or directors.

TVA III is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

TVA III (including as the Post-Closing Company) will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following April 24, 2030, the fifth anniversary of the TVA III IPO, (b) in which TVA III has total annual gross revenue of at least $1,235,000,000, or (c) in which TVA III is deemed to be a large accelerated filer, which means the market value of TVA III Class A Ordinary Shares held by non-affiliates exceeds $700,000,000 as of the end of the prior June 30th; and (2) the date on which TVA III has issued more than $1,000,000,000 in nonconvertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

The accompanying proxy statement/prospectus provides you with detailed information about the business combination and other matters to be considered at the extraordinary general meeting. We encourage you to carefully read the entire document, including the Annexes attached to the accompanying proxy statement/prospectus. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 38.

Your vote is important regardless of the number of TVA III Ordinary Shares you own. Whether you plan to attend the extraordinary general meeting or not, please sign, date and return the enclosed proxy card as soon as possible, and no later than the time of the extraordinary general meeting (or any adjournment thereof) in the envelope provided. If your TVA III Class A Ordinary Shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The business combination described in the accompanying proxy statement/prospectus has not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the merits or fairness of the business combination, or passed upon the accuracy or adequacy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

, 2026

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR TVA III SHARES WILL BE VOTED AT THE DISCRETION OF YOUR NOMINATED PROXY.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE TVA III REDEEM YOUR TVA III PUBLIC SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT (NET OF TAXES PAYABLE) AND TENDER SUCH SHARES TO TVA III’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR TVA III PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING SUCH SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN SUCH TVA III PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD TVA III PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW SUCH SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF TVA III SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Immediately following the Redemption Deadline, a public shareholder that makes an election to redeem its TVA III public shares (an “Election”) may withdraw its Election with respect to all or a portion of its TVA III public shares for which it previously submitted an Election (an “Election Reversal”).

TO MAKE AN ELECTION REVERSAL WITH RESPECT TO YOUR TVA III PUBLIC SHARES, YOU MUST SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AFTER P.M. EASTERN TIME, ON , 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, AND PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT THE ELECTION TO REDEEM YOUR TVA III PUBLIC SHARES BE REVERSED, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REVERSAL IS REQUESTED AND THE NUMBER OR PERCENTAGE OF SHARES FOR WHICH REVERSAL IS REQUESTED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO REQUEST REVERSAL OF THE ELECTION TO REDEEM AT THE TRANSFER AGENT.

The accompanying proxy statement/prospectus is dated , 2026 and is first being mailed to TVA III shareholders on or about , 2026.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by TVA III or PlusAI. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of TVA III or PlusAI since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

The accompanying proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus or other information concerning TVA III, without charge, by written request directed to:

Texas Ventures Acquisition III Corp

1012 Springfield Avenue

Mountainside, New Jersey 07092
Attention: Troy Rillo, Chief Executive Officer and Chief Financial Officer

Email: Tvainfo@yorkvilleglobal.com

or:

Sodali & Co

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Telephone: (800) 662-5200

Banks and Brokers: (203) 658-9400

Email: TVA.info@investor.sodali.com

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of TVA III to be held on , 2026, you must request the information no later than five business days prior to the date of the extraordinary general meeting.

TEXAS VENTURES ACQUISITION III CORP
1012 Springfield Avenue

Mountainside, New Jersey 07092

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON , 2026

TO THE SHAREHOLDERS OF TEXAS VENTURES ACQUISITION III CORP

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of shareholders of Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (“TVA III,” “we” or “our”), will be held via live webcast at a.m. Eastern Time, on , 2026. The extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/texasventuresacquisitioniii/bc2026, where you will be able to listen to the meeting live, ask questions and vote during the meeting. For purposes of Cayman Islands law and the TVA III MAA, the physical location of the extraordinary general meeting will be DLA Piper LLP (US) at 3203 Hanover Street, Suite 100, Palo Alto, California 94304.

On behalf of TVA III’s board of directors (the “TVA III Board”), you are cordially invited to attend the extraordinary general meeting, to conduct the following business items:

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the business combination proposal (as such term is defined in TVA III's proxy statement/prospectus dated , 2026), be approved, ratified and confirmed in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that the domestication proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026), be approved, ratified and confirmed in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that the organizational documents proposal (as such terms are defined in TVA III’s proxy statement/prospectus dated , 2026) be approved and adopted.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that on an advisory non-binding basis, the advisory organizational documents proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026), be approved and adopted.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the stock issuance proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026) be approved in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the incentive plan proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026) be approved in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the ESPP proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026) be approved in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, on a non-binding advisory basis, that the director election proposal (as such term is defined in TVA III's proxy statement/prospectus dated , 2026) be approved in all respects.”

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment proposal (as such term is defined in TVA III’s proxy statement/prospectus dated , 2026) be approved in all respects.”

Each of these proposals and the business combination are more fully described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only TVA III shareholders of record at the close of business on , 2026 are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements thereof.

After careful consideration, the TVA III Board has unanimously determined that the business combination proposal, domestication proposal, organizational documents proposal, advisory organizational documents proposal, stock issuance proposal, incentive plan proposal, ESPP proposal, director election proposal and, if necessary, the adjournment proposal are just, equitable and fair, and in the best interests of, TVA III and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the domestication proposal, “FOR” the organizational documents proposal, “FOR” the advisory organizational documents proposal, “FOR” the stock issuance proposal, “FOR” the incentive plan proposal, “FOR” the ESPP proposal, “FOR” each of the director nominees named in the director election proposal and, if presented, “FOR” the adjournment proposal. When you consider the TVA III Board’s recommendation of these proposals, you should keep in mind that our directors and officers, as well as Yorkville Acquisition Sponsor II, LLC, our sponsor (the “Sponsor”), have interests in the Transactions that are different from, or in addition to, the interests of TVA III shareholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain TVA III Persons in the Business Combination” for additional information. The TVA III Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to TVA III shareholders that they vote in favor of the proposals presented at the extraordinary general meeting.

Consummation of the business combination is conditioned on the approval of each of the other condition precedent proposals. If any of those proposals are not approved at the extraordinary general meeting (or any adjournment or postponement thereof), then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the business combination may not be consummated.

Pursuant to the TVA III Articles, a holder of TVA III Class A Ordinary Shares sold in the TVA III IPO (whether they were purchased in the TVA III IPO or thereafter in the open market) (“TVA III public shares”) may demand that TVA III redeem such shares for cash if the business combination is consummated (“redemption rights”). Such redemption rights are not available to our Sponsor, directors or officers, or their affiliates, including the Sponsor Affiliate. Eligible holders of TVA III public shares will be entitled to receive cash for these shares only if they demand that TVA III redeem their TVA III public shares for cash no later than the second business day prior to the initially scheduled vote on the business combination proposal or such later date as our directors may determine (the “Redemption Deadline”) by delivering their shares and requesting in writing that TVA III redeem such TVA III public shares for cash to Continental Stock Transfer & Trust Company, TVA III’s transfer agent. If the business combination is not completed, the TVA III public shares will not be redeemed. If an eligible holder of TVA III public shares properly exercises their redemption rights and the business combination is consummated, TVA III will redeem such shares for cash in an amount equal to their pro rata portion of the funds in the trust account holding the proceeds from

TVA III’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the business combination and net of taxes payable.

Notwithstanding the foregoing, a holder of TVA III public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the TVA III public shares. Accordingly, all TVA III public shares in excess of 15% held by a TVA III public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the prior consent of our directors. Such redemption rights are also not available to our Sponsor, officers or directors.

All TVA III shareholders are cordially invited to attend the extraordinary general meeting and we are providing this proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the extraordinary general meeting (or any adjournment or postponement thereof). To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible and no later than the time of the extraordinary general meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. If your TVA III Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote, obtain a proxy card from your broker or bank.

Your vote is important regardless of the number of TVA III Ordinary Shares you own. Whether you plan to attend the extraordinary general meeting or not, please sign, date and return the enclosed proxy card as soon as possible, and no later than the time of the extraordinary general meeting or, if the meeting is adjourned, the time for holding such adjourned meeting, in the envelope provided. If your TVA III Ordinary Shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

, 2026

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES OF TVA III PUBLIC SHARES WILL BE VOTED AT THE DISCRETION OF YOUR PROXY.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE TVA III REDEEM YOUR TVA III PUBLIC SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT (NET OF TAXES PAYABLE) AND TENDER SUCH SHARES TO TVA III’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR TVA III PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING SUCH SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN SUCH TVA III PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD TVA III PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW SUCH SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF TVA III SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Immediately following the Redemption Deadline, a public shareholder that makes an election to redeem its TVA III public shares (an “Election”) may withdraw its Election with respect to all or a portion of its TVA III public shares for which it previously submitted an Election (an “Election Reversal”).

TO MAKE AN ELECTION REVERSAL WITH RESPECT TO YOUR TVA III PUBLIC SHARES, YOU MUST SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AFTER P.M. EASTERN TIME, ON , 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, AND PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT THE ELECTION TO REDEEM YOUR TVA III PUBLIC SHARES BE REVERSED, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REVERSAL IS REQUESTED AND THE NUMBER OR PERCENTAGE OF SHARES FOR WHICH REVERSAL IS REQUESTED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO REQUEST REVERSAL OF THE ELECTION TO REDEEM AT THE TRANSFER AGENT.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“2017 Plan” are to the 2017 Share Plan of PlusAI, duly adopted by PlusAI Corp as approved by the Board of Directors of PlusAI Corp in 2017 and assumed by PlusAI in connection with the Restructuring.

“2021 Plan” are to the 2021 Share Incentive Plan of PlusAI, duly adopted by PlusAI as approved by the PlusAI Board in 2021.

“25% Redemption Scenario” or “25% Redemptions” are to the scenario that assumes 25% of TVA III Public Shareholders exercise their redemption rights.

“50% Redemption Scenario” or “50% Redemptions” are to the scenario that assumes 50% of TVA III Public Shareholders exercise their redemption rights.

“A&R Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement, to be effective as of the Closing Date, by and among the Post-Closing Company, certain TVA III shareholders and certain PlusAI stockholders.

“Available Closing SPAC Cash” are to all amounts in the trust account (after reduction for the aggregate amount of payments required to be made in connection with any valid TVA III Public Shareholder redemptions of TVA III public shares), plus the gross proceeds actually received by TVA III from the Convertible Notes and the PIPE Investment, calculated before payment of any transaction expenses.

“business combination” are to the Merger, together with the other transactions contemplated by the Merger Agreement. The “business combination” will constitute an initial business combination under the terms of the TVA III MAA.

“CCM” are to Cohen & Company Securities, LLC, acting through its Cohen & Company Capital Markets division.

“Change in Control” are to (1) a purchase, sale, exchange, business combination or other transaction (including a merger or consolidation of the Post-Closing Company with or into any other corporation or other entity) in which the equity securities of the Post-Closing Company, its successor, or the surviving entity of such business combination or other transaction are not registered under the Exchange Act or listed or quoted for trading on a national securities exchange, (2) a sale, lease, exchange or other transfer (including a merger) in one transaction or a series of related transactions of assets representing 50% or more of the value of the Post-Closing Company’s assets (including other subsidiaries of the Post-Closing Company) to a third party that is not an affiliate of the Sponsor (or a group of third parties that are not affiliates of the Sponsor), (3) the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a person or entity or group of affiliated persons or entities (other than an underwriter pursuant to an offering), of the Post-Closing Company’s voting securities if, after such transfer or acquisition, such person, entity or group of affiliated persons or entities would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) more than 50% of the outstanding voting securities of the Post-Closing Company (it being understood that, for the purposes of this clause (4), a bona fide equity financing shall not be considered a Change in Control) or (5) a merger, consolidation or other business combination with or involving the Post-Closing Company (or any subsidiary or subsidiaries that alone or together represent 50% or more of the value of the Post-Closing Company’s assets) that results in the stockholders of the Post-Closing Company immediately before the consummation of such transaction or series of related transactions holding, directly or indirectly, less than 50% of the voting power of the Post-Closing Company (or such subsidiary or subsidiaries) or of any successor or surviving entity thereof or of any acquiring entity (or parent thereof), as applicable, immediately following the consummation of such transaction or series of related transactions.

“Closing” are to the closing of the business combination.

“Closing Date” are to the date the Closing occurs.

“Code” are to the U.S. Internal Revenue Code of 1986, as amended.

“Company Voting and Support Agreements” or “PlusAI Voting and Support Agreements” are to those certain Voting and Support Agreements by and among TVA III, PlusAI and certain PlusAI stockholders (as may be amended, modified, supplemented or waived from time to time).

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands.

“completion window” are to the period following the completion of the TVA III IPO at the end of which, if TVA III has not completed an initial business combination, it will redeem 100% of the TVA III public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable and less up to $100,000 of such accrued interest to pay dissolution expenses), divided by the number of then outstanding TVA III public shares, subject to applicable law and certain conditions. The completion window ends on October 24, 2026, subject to extension to July 24, 2027, upon approval by TVA III’s shareholders of the SPAC Extension.

“condition precedent proposal” are to, collectively, the business combination proposal, the domestication proposal, the organizational documents proposal, the stock issuance proposal, the incentive plan proposal, the ESPP proposal and the director election proposal.

“Conversion” are to the conversion immediately prior to the Closing of (1) all shares of PlusAI preferred stock into shares of PlusAI common stock in accordance with the terms of PlusAI’s current certificate of incorporation and (2) all PlusAI SAFEs into shares of PlusAI common stock in accordance with the terms thereof, in each case pursuant to the terms of the Merger Agreement.

“Court” are to the Delaware Court of Chancery.

“DGCL” are to the Delaware General Corporation Law, as amended.

“Dissenting Shares” are to the shares of PlusAI capital stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders (including beneficial owners) that neither voted in favor of the Merger nor consented thereto in writing and that have demanded properly in writing appraisal or dissenters’ rights for such shares of PlusAI capital stock in accordance with the DGCL or who shall have validly exercised a redemption right for such shares of PlusAI capital stock under PlusAI’s current certificate of incorporation.

“Domestication” are to the transfer of TVA III by way of continuation out of the Cayman Islands and domestication as a corporation incorporated under the laws of the State of Delaware. The term “Domestication” includes all matters and necessary or ancillary changes in order to effect such domestication, including the adoption of the Proposed Certificate of Incorporation (a form of which is attached to this proxy statement/prospectus as Annex B) consistent with the DGCL and changing the name of the registered agent and the address of the registered office of TVA III.

“domestication proposal” are to the proposal to be considered at the extraordinary general meeting to approve by special resolution the Domestication.

“Earnout Period” are to the time period commencing on the Closing Date and ending on the earlier of (1) the five-year anniversary of the Closing Date and (2) a Change in Control.

“Earnout Shares” are to up to an aggregate of 70,000,000 shares of Post-Closing Company common stock reduced by 7,000,000 shares allocated to the Post-Closing RSU Pool for future issuances resulting in 63,000,000 shares outstanding at the Closing that will be issued to Eligible PlusAI Equityholders upon the occurrence of an Earnout Triggering Event during the Earnout Period.

“Earnout Triggering Event I” are to the earliest of the following to occur during the Earnout Period: (1) the date on which the VWAP of one share of Post-Closing Company Class A common stock is greater than or equal to $15.00 per share for 20 trading days within any 180 consecutive trading day period or (2) a Change in Control of the Post-Closing Company pursuant to which stockholders of Post-Closing Company Class A common stock have the right to receive consideration implying a price per share greater than or equal to $15.00 or, in the case of a Change in Control where the holders of Post-Closing Company Class A common stock do not receive consideration, the price per share of Post-Closing Company Class A common stock implied by such transaction (as determined in good faith by the board of directors of the Post-Closing Company) is greater than or equal to $15.00.

“Earnout Triggering Event II” are to the earliest of the following to occur during the Earnout Period: (1) the date on which the VWAP of one share of Post-Closing Company Class A common stock is greater than or equal to $18.00 per share for 20 trading days within any 180 consecutive trading day period or (2) a Change in Control of the Post-Closing Company pursuant to which stockholders of Post-Closing Company Class A common stock have the right to receive consideration implying a price per share greater than or equal to $18.00 or, in the case of a Change in Control where the holders of Post-Closing Company Class A common stock do not receive consideration, the price per share of Post-Closing Company Class A common stock implied by such transaction (as determined in good faith by the board of directors of the Post-Closing Company) is greater than or equal to $18.00.

“Earnout Triggering Event III” are to the earliest of the following to occur during the Earnout Period: (1) the date on which the closing VWAP of one share of Post-Closing Company Class A common stock is greater than or equal to $21.00 per share for 20 trading days within any 180 consecutive trading day period or (2) a Change in Control of the Post-Closing Company pursuant to which stockholders of Post-Closing Company Class A common stock have the right to receive consideration implying a price per share greater than or equal to $21.00 or, in the case of a Change in Control where the holders of Post-Closing Company Class A common stock do not receive consideration, the price per share of Post-Closing Company Class A common stock implied by such transaction (as determined in good faith by the board of directors of the Post-Closing Company) is greater than or equal to $21.00.

“Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, collectively.

“Effective Time” are to the date and time that the merger of Merger Sub I with and into PlusAI becomes effective pursuant to the terms of the Merger Agreement.

“Eligible PlusAI Equityholder” are to all persons that hold one or more shares of PlusAI common stock as of immediately prior to the Effective Time (after giving effect to the Conversion).

“Equity Value” are to $800,000,000.

“ESPP” are to the proposed PlusAI Holdings, Inc. 2026 Employee Stock Purchase Plan, a copy of which is attached to this proxy statement/prospectus as Annex E.

“Exchange Act” are to the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” are to the quotient, rounded to the nearest thousandth (0.001), obtained by dividing (1) the Per Share Equity Value by (2) $10.00.

“Excluded Shares” are to the shares of PlusAI capital stock held in PlusAI’s treasury or owned by TVA III, Merger Sub I or PlusAI immediately prior to the Effective Time.

“Existing Registration Rights Agreement” are to the Registration Rights Agreement, dated April 22, 2025, between TVA III and certain other security holders named therein, in connection with the TVA III IPO.

“extraordinary general meeting” are to the extraordinary general meeting of shareholders of TVA III, to be held via live webcast at a.m. Eastern Time, on , 2026. For purposes of Cayman Islands law and the TVA III MAA, the physical location of the extraordinary general meeting will be DLA Piper LLP (US) at 3203 Hanover Street, Suite 100, Palo Alto, California 94304.

“GAAP” are to accounting principles generally accepted in the United States of America.

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan” are to the proposed PlusAI Holdings Inc. 2026 Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D.

“Insiders” are to Troy Rillo, Mark Angelo, Scott Glabe, Alan Garten and Lawrence Glick.

“IRS” are to the Internal Revenue Service.

“Lockup Release Trigger Event I” means the VWAP of the Post-Closing Company Class A common stock on the Nasdaq, or such other securities exchange where Post-Closing Company Class A common stock is primarily listed or quoted, equals or exceeds $12.50 for any 20 trading days within any 180 consecutive trading day period.

“Lockup Release Trigger Event II” means the VWAP of the Post-Closing Company Class A common stock on the Nasdaq, or such other securities exchange where Post-Closing Company Class A common stock is primarily listed or quoted, equals or exceeds $15.00 for 20 trading days within any 180 consecutive trading day period.

“Lockup Release Triggering Events” are to Lockup Release Trigger Event I and Lockup Release Trigger Event II, collectively.

“Maximum Redemption Scenario” or “Maximum Redemptions” are to the scenario that illustrates the largest number of redemptions by TVA III Public Shareholders that can occur while satisfying the TVA III Net Tangible Asset closing condition under the Merger Agreement.

“Merger” are to the merger of Merger Sub I with and into PlusAI, with PlusAI continuing as the surviving corporation and, immediately thereafter, the merger of the surviving company with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and a wholly owned subsidiary of TVA III, collectively.

“Merger Agreement” are to that certain Agreement and Plan of Merger and Reorganization, dated as of September 2, 2026, by and among TVA III, PlusAI, Merger Sub I, and Merger Sub II, as the same may be further amended, modified, supplemented or waived from time to time.

“Merger Sub I” are to TVAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of TVA III.

“Merger Sub II” are to TVAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of TVA III.

“Minimum Proceeds Side Letter“ are to the side letter agreement entered into by and among PlusAI and certain investors, in connection with the minimum cash closing condition for the business combination as set forth in the Merger Agreement.

“No Redemption Scenario” or “No Redemptions” are to the scenario that illustrates the consummation of the Transactions with no TVA III Public Shareholders exercising their redemption rights.

“Nasdaq” are to the Nasdaq Stock Market.

“New Insider Letter“ are to the side letter agreement entered into by and among TVA III, the Sponsor, the Insiders and certain former officers and directors of TVA III, in connection with the Purchase Agreement.

“Ordinary Resolution” are to a resolution (a) passed by a simple majority of such holders of outstanding TVA III Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the TVA III and where a poll is taken regard shall be had in computing a majority to the number of votes to which each holder of outstanding TVA III Ordinary Shares is entitled; or (b) approved in writing by all of the holders of outstanding TVA III Ordinary Shares entitled to vote at a general meeting of the TVA III (or such lower threshold as may be allowed under the Companies Act from time to time) in one or more instruments each signed by one or more of such holders of outstanding TVA III Ordinary Shares and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.

“Penny Options” are to common stock options granted to third parties with the exercise price equal to the par value of the underlying share and fully vested at issuance.

“Per Share Equity Value” are to the quotient, rounded to the nearest $0.01, obtained by dividing (1) the sum of (a) the Equity Value plus (b) the aggregate exercise price of all PlusAI options to the extent outstanding and vested as of immediately prior to the Effective Time by (2) the PlusAI Total Shares.

“PIPE Investment” are to the sale by TVA III of shares of Post-Closing Company Class A common stock and warrants to purchase shares of Post-Closing Company Class A common stock (the “PIPE Warrants”) in a private placement to close substantially concurrently with the closing of the Mergers, pursuant to the PIPE Subscription Agreements entered into with certain accredited investors and qualified institutional buyers (the “PIPE Investors”), for an aggregate purchase price of approximately $4.0 million.

“PIPE Subscription Agreements” are to those Subscription Agreements between the Post-Closing Company, PlusAI, and the other parties thereto dated on or about September 2, 2026.

“PlusAI” are to Plus Automation, Inc., a Delaware corporation, prior to the Effective Time (or, as expressly stated in this proxy statement/prospectus or the context otherwise requires, the Post-Closing Company).

“PlusAI Board” are to the board of directors of PlusAI.

“PlusAI capital stock” are to PlusAI common stock and PlusAI preferred stock.

“PlusAI Class A common stock” are to PlusAI’s Class A common stock, par value $0.0001 per share.

“PlusAI Class B common stock” are to PlusAI’s Class B common stock, par value $0.0001 per share.

“PlusAI common stock” are to PlusAI’s Class A common stock and Class B common stock.

“PlusAI LV preferred stock” are to PlusAI Series A-3-X preferred stock, PlusAI Series A-4-X preferred stock and PlusAI Series B-X preferred stock, collectively and shares of PlusAI common stock resulting from the conversion thereof.

“PlusAI options” are to all issued and outstanding options to purchase or otherwise acquire shares of PlusAI common stock (whether or not vested) held by any person, including PlusAI stock options granted under the 2017 Plan and 2021 Plan.

“PlusAI preferred stock” are to, collectively, PlusAI Series A-1 preferred stock, PlusAI Series A-2 preferred stock, PlusAI Series A-3-X preferred stock, PlusAI Series A-4 preferred stock, PlusAI Series A-4-X preferred stock, PlusAI Series B preferred stock, PlusAI Series B-X preferred stock, and PlusAI Series C preferred stock.

“PlusAI stockholder” are to any holder of PlusAI stock, which includes holders of PlusAI preferred stock, PlusAI common stock and PlusAI SAFEs, that, pursuant to the Conversion, are converted to PlusAI common stock immediately prior to the Merger.

“PlusAI RSUs” are to all issued and outstanding restricted stock units corresponding to shares of PlusAI common stock (whether or not vested) held by any person, including PlusAI RSUs granted under the 2017 Plan and 2021 Plan.

“PlusAI SAFEs” are to the simple agreements for future equity between PlusAI and the investors party thereto.

“PlusAI Series A-1 preferred stock” are to PlusAI’s Series A-1 preferred stock, par value $0.0001 per share.

“PlusAI Series A-2 preferred stock” are to PlusAI’s Series A-2 preferred stock, par value $0.0001 per share.

“PlusAI Series A-3-X preferred stock” are to PlusAI’s Series A-3-X preferred stock, par value $0.0001 per share.

“PlusAI Series A-4 preferred stock” are to PlusAI’s Series A-4 preferred stock, par value $0.0001 per share.

“PlusAI Series A-4-X preferred stock” are to PlusAI’s Series A-4-X preferred stock, par value $0.0001 per share.

“PlusAI Series B preferred stock” are to PlusAI’s Series B preferred stock, par value $0.0001 per share.

“PlusAI Series B-X preferred stock” are to PlusAI’s Series B-X preferred stock, par value $0.0001 per share.

“PlusAI Series C preferred stock” are to PlusAI’s Series C preferred stock, par value $0.0001 per share.

“PlusAI Total Shares” are to the sum of (1) the aggregate number of issued and outstanding shares of PlusAI common stock as of immediately prior to the Effective Time after giving effect to the Conversion, calculated on an as-converted to PlusAI common stock basis, (2) the aggregate number of shares of PlusAI common stock issuable upon the exercise of all PlusAI options to the extent outstanding and vested as of immediately prior to the Effective Time, (3) the aggregate number of shares of PlusAI common stock issuable upon the settlement of PlusAI RSUs outstanding as of immediately prior to the Effective Time and that will vest in full solely as a result of the consummation of the Merger, and (4) the aggregate number of shares of PlusAI common stock issuable as of immediately prior to the Effective Time upon the exercise of all PlusAI warrants (on a net issuance basis) to the extent outstanding and vested as of immediately prior to the Effective Time, calculated on an as-converted to PlusAI common stock basis.

“PlusAI warrants” are to all issued and outstanding warrants exercisable for PlusAI common stock or PlusAI preferred stock (whether or not vested) held by any person.

“PlusAI’s current bylaws” are to PlusAI’s bylaws in effect as of the date of this proxy statement/prospectus.

“PlusAI’s current certificate of incorporation” are to PlusAI’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus.

“Post-Closing Company” are to PlusAI Holdings, Inc., the public entity (formerly named Texas Ventures Acquisition III Corp) following the consummation of the business combination.

“Post-Closing Company assumed warrants” are to all issued and outstanding warrants to purchase shares of Post-Closing Company Class A common stock immediately following the Closing of the Merger as a result of the assumption by the Post-Closing Company of PlusAI warrants in accordance with the terms of the Merger Agreement.

“Post-Closing Company Board” are to the board of directors of the Post-Closing Company.

“Post-Closing Company Class A common stock” are to shares of Class A common stock, par value $0.0001 per share, of the Post-Closing Company.

“Post-Closing Company Class B common stock” are to shares of Class B common stock, par value $0.0001 per share, of the Post-Closing Company.

“Post-Closing Company Class C common stock” are to shares of Class C common stock, par value $0.0001 per share, of the Post-Closing Company.

“Post-Closing Company common stock” are to shares of Post-Closing Class A common stock and Post-Closing Class B common stock.

“Post-Closing Company options” are to all issued and outstanding options to purchase shares of Post-Closing Company common stock, including PlusAI options assumed by the Post-Closing Company that become an option to purchase shares of Post-Closing Company common stock in accordance with the terms of the Merger Agreement.

“Post-Closing Company preferred stock” are to the Post-Closing Company’s preferred stock, par value $0.0001 per share.

“Post-Closing Company private placement warrants” are to all issued and outstanding warrants to purchase shares of Post-Closing Company Class A common stock immediately following the Closing of the Merger as a result of the conversion of TVA III Private Placement Warrants in connection with the Domestication and the Merger in accordance with the terms of the Merger Agreement.

“Post-Closing Company public warrants” are to all issued and outstanding warrants to purchase shares of Post-Closing Company Class A common stock immediately following the Closing of the Merger as a result of the conversion of TVA III Public Warrants in connection with the Domestication and the Merger in accordance with the terms of the Merger Agreement.

“Post-Closing Company RSUs” are to the Post-Closing Company’s restricted stock units.

“Post-Closing Company warrants” are to the Post-Closing Company public warrants, Post-Closing Company private placement warrants, Post-Closing Company working capital warrants and Post-Closing Company assumed warrants.

“Post-Closing Company working capital warrants” are to all issued and outstanding warrants (issued as part of the TVA III Public Units issued in connection with the Working Capital Loans) to purchase shares of Post-Closing Company Class A common stock immediately following the Closing of the Merger as a result of the conversion of TVA III Public Units issued upon conversion of any Working Capital Loans immediately prior to the Closing.

“Prior Sponsor” are to TV Partners III, LLC.

“pro forma” are to giving pro forma effect to the Transactions and the other related events contemplated by the Merger Agreement.

“Proposed Bylaws” are to the proposed amended and restated bylaws of the Post-Closing Company in the form attached as Annex C.

“Proposed Certificate of Incorporation” are to the proposed second amended and restated certificate of incorporation of the Post-Closing Company in the form attached hereto as Annex B. TVA III will be renamed PlusAI Holdings, Inc. pursuant thereto.

“redemption rights” are to the rights of eligible TVA III Public Shareholders’ demand that TVA III redeem their TVA III public shares for cash in an amount equal to their pro rata portion of the funds held in the trust account, net of taxes payable, if the business combination is consummated.

“Restructuring” are to the series of transactions consummated on July 31, 2023 by PlusAI Corp and all of its then shareholders which ultimately resulted in the divestiture of its operating entity in the People’s Republic of China, Plus PRC Holdings Ltd.

“Securities Act” are to the Securities Act of 1933, as amended.

“Share Issuance Agreements” are to the share issuance agreements entered into by and between PlusAI and certain investors, pursuant to which certain shares of PlusAI Class A common stock will issued to such investors in connection with the PIPE Investment and the Convertible Notes.

“SPAC Material Adverse Effect” are to, with respect to TVA III, a material adverse effect on: (1) the ability of TVA III, Merger Sub I, or Merger Sub II to enter into the Merger Agreement or any Transaction Agreement and perform its respective obligations thereunder or consummate the Transactions or (2) the business, condition (financial or otherwise), assets, liabilities or operations of TVA III; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a SPAC Material Adverse Effect under this clause (3): (a) any change in applicable laws or GAAP or any interpretation thereof, (b) any change in interest rates or economic, political, business, financial, commodity, currently or market conditions generally, (c) any actions taken or not taken by TVA III, or such other changes or events, in each case, which (i) PlusAI has consented in writing or (ii) are required by the Merger Agreement and (d) the announcement or the execution of the Merger Agreement, the pendency or consummation of the Merger or the performance of the Merger Agreement.

“special resolution” are to a special resolution of TVA III passed in accordance with the Companies Act, being a resolution: (1) passed by a majority of not less than two-thirds, other than with respect to amending either of Articles 22.5 or 27(d) of the TVA III MAA (except where such amendment is proposed in respect of the consummation of the business combination) where such majority shall be at least 90%, of such holders of outstanding TVA III Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of TVA III of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each holder of outstanding TVA III Ordinary Shares is entitled; or (2) approved in writing by all of the holders of outstanding TVA III Ordinary Shares entitled to vote at a general meeting of TVA III (or such lower threshold as may be allowed under the Companies Act from time to time) in one or more instruments each signed by one or more of such holder of

outstanding TVA III Ordinary Shares and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.

“Sponsor” are to the holder of all of the TVA III Class B Ordinary Shares, Yorkville Acquisition Sponsor II, LLC, a Florida limited liability company in which Sponsor Affiliate and certain of TVA III’s directors hold membership interests.

“Sponsor Affiliate” are to YA II PN, Ltd., a Cayman Islands exempted company, which is the member of the Sponsor holding the largest membership interest in the Sponsor, and an entity in which certain of TVA III’s officers and directors hold an indirect interest.

“Sponsor Affiliate Securities” are to the 1,050,000 TVA III Class A Ordinary Shares held by the Sponsor Affiliate.

“Sponsor Securities” are to the securities of TVA III held by the Sponsor.

“Sponsor Support Agreement” are to the Sponsor Support Agreement, dated as of September 2, 2026, by and among TVA III, the Sponsor and the Insiders.

“Strategic Commercial Transaction” are to potential commercial agreements that may involve the issuance of shares of Post-Closing Company Class A common stock or securities convertible into Post-Closing Company Class A common stock to a commercial partner that may be consummated prior to or substantially concurrently with the Closing. For example, in March 2026, TRATON and PlusAI entered into an Autonomy Acceleration Program Agreement to expand their global partnership to accelerate autonomous truck commercialization. For additional information, see the section of this proxy statement/prospectus titled “PlusAI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Events and Transactions—Expanded TRATON Partnership.” As of the date of this proxy statement/prospectus, no binding agreement has been executed with respect to any additional Strategic Commercial Transaction, and there can be no assurances that any additional Strategic Commercial Transaction shall be consummated prior to Closing.

“SuperDrive” is to PlusAI’s flagship product, a proprietary AI‑based software platform that enables L4 autonomous driving for heavy‑duty trucks.

“Transaction Agreements” or “related agreements” are to the Merger Agreement, the Sponsor Support Agreement, the A&R Registration Rights Agreement, the Company Voting and Support Agreements, the Convertible Note and Warrant Subscription Agreements, the Share Issuance Agreements, the PIPE Subscription Agreements, the PIPE Side Letters, the Forward Purchase Agreement, the Proposed Bylaws and the Proposed Certificate of Incorporation and all of the agreements, documents, instruments and certificates entered into in connection with such documents and any and all exhibits and schedules thereto.

“Transactions” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements.

“trust account” are to the trust account of TVA III that holds the proceeds from the TVA III IPO.

“TVA III” or “SPAC” are to Texas Ventures Acquisition III Corp. Prior to the Domestication, TVA III is an exempted company incorporated under the laws of the Cayman Islands. Following the Domestication, subject to shareholder approval, TVA III will be a corporation incorporated under the laws of the State of Delaware named “PlusAI Holdings, Inc.”

“TVA III Board” or “SPAC Board” are to the board of directors of TVA III.

“TVA III Class A Common Stock” are to the shares of Class A common stock of TVA III, par value $0.0001 per share, immediately upon the Domestication.

“TVA III Class A Ordinary Shares” are to the Class A ordinary shares of TVA III, par value $0.0001 per share.

“TVA III Class B Ordinary Shares” are to the Class B ordinary shares of TVA III, par value $0.0001 per share.

“TVA III Founder Shares” are to TVA III Class B Ordinary Shares initially purchased by the Prior Sponsor and the TVA III Class A Ordinary Shares that will be issued upon the conversion of such TVA III Class B Ordinary Shares prior to the Domestication.

“TVA III IPO” are to the initial public offering of 22,500,000 TVA III Public Units, including 2,500,000 TVA III Public Units under the underwriters’ over- allotment option, which closed on April 24, 2025.

“TVA III IPO Underwriting Agreement” are to the underwriting agreement, dated as of April 22, 2025, by and between TVA III and CCM, as representative of the several underwriters party thereto.

“TVA III Key Holders” are to those certain TVA III Shareholders that will enter into the Lock-Up Agreement at Closing.

“TVA III MAA” or “TVA III Articles” are to the current amended and restated memorandum and articles of association of TVA III, adopted pursuant to a special resolution passed on April 22, 2025.

“TVA III Net Tangible Asset closing condition” are to the closing condition in the Merger Agreement that requires TVA III to have at least $5,000,001 of net tangible assets as of the Closing.

“TVA III Ordinary Shares” collectively, are to the TVA III Class A Ordinary Shares and the TVA III Class B Ordinary Shares.

“TVA III Private Placement Warrants” are to warrants issued to the Prior Sponsor, which were subsequently sold to the Sponsor, and the underwriters in a private placement that entitled the holder thereof to purchase TVA III Class A Ordinary Shares at an exercise price of $11.50 per share.

“TVA III public shares” are to shares of Class A Ordinary Shares sold as part of the TVA III Public Units sold in the TVA III IPO.

“TVA III Public Shareholders” are to the holders of TVA III public shares. TVA III Public Shareholders includes the Sponsor and the TVA III officers or directors to the extent that the Sponsor and/or TVA III’s officers or directors hold TVA III public shares, provided that each of their status as a TVA III Public Shareholder will only exist with respect to such TVA III public shares.

“TVA III Public Units” are to the TVA III Public Units sold in the TVA III IPO, all of which have been separated into TVA III public shares and TVA III Public Warrants.

“TVA III Public Warrants” are to the warrants sold to the public by TVA III as part of the SPAC IPO (whether purchased in such offering or thereafter in the public market) that entitle the holder thereof to purchase TVA III Class A Ordinary Shares at an exercise price of $11.50 per share.

“TVA III Record Date” are to the close of business on , 2026.

“TVA III Shareholder Approval” are to (i) the approval of the Merger and the Plan of Merger and the transactions contemplated thereby, in each case, by a special resolution (as defined in the Cayman Companies Act, being a resolution approved by an affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued and outstanding TVA III Ordinary Shares entitled to vote thereupon (as determined in accordance with the TVA III MAA)) at a SPAC Shareholders’ Meeting duly called by the TVA III Board and held for such purpose, and (ii) the approval of the other SPAC Shareholder Proposals not included in (i) above by an ordinary resolution (being a resolution passed by a simple majority of the SPAC Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting) at a SPAC Shareholders’ Meeting.

“TVA III Termination Date” are to the date by which TVA III must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving TVA III with one or more business or (ii) cease its operations except for the purpose of winding up if it fails to complete an initial business combination and redeem or repurchase 100% of the then issued and outstanding TVA III Class A Ordinary Shares.

“TVA III Transfer Agent” are to the transfer agent of TVA III, Continental Stock Transfer & Trust Company.

“TVA III Warrants” are to the TVA III Public Warrants and TVA III Private Placement Warrants.

“Working Capital Loans” are to the convertible unsecured promissory note issued by TVA III to the Sponsor in an aggregate principal amount of up to $1,500,000.

“TVA III Preference Share” are to a preference share of TVA III, par value of $0.0001 each.

“VWAP”, for any security as of any trading day, are to the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during such trading day beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average). If the foregoing does not apply, “VWAP” shall mean the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during such trading day beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg. If no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, “VWAP” shall mean the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc for such trading day. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such shall be the fair market value per share on such day as reasonably determined by the Post-Closing Company Board (including for the avoidance of doubt a duly authorized committee thereof).

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with respect to the business combination proposal. The following questions and answers do not include all the information that is important to TVA III shareholders, who are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the business combination.

Questions and Answers for TVA III shareholders about the extraordinary general meeting and the business combination

This proxy statement/prospectus and its Annexes contain important information about the business combination proposal and the other matters and proposals to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy statement/prospectus, its Annexes and the other documents referred to herein.

TVA III will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposals to be acted upon at the extraordinary general meeting. Shareholders should read it carefully, including its Annexes.

Consummation of the business combination is conditioned on the approval of each of the condition precedent proposals (as defined above). If any of those proposals are not approved at the extraordinary general meeting (or any adjournment or postponement thereof), then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement may be terminated and the business combination may not be consummated.

The vote of TVA III shareholders is important. TVA III shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

On August 1, 2024, the Prior Sponsor purchased 7,666,667 TVA III Founder Shares in exchange for a payment of $25,000.

On April 24, 2025, TVA III completed the TVA III IPO of TVA III Public Units at a price of $10.00 per unit, consisting of one share of TVA III Class A Ordinary Shares and one-half of one TVA III Public Warrant, raising total gross proceeds of approximately $225,000,000. Simultaneously with the consummation of the TVA III IPO, TVA III completed the private sale of an aggregate of 7,568,750 TVA III Private Placement Warrants to Prior Sponsor, CCM and Clear Street in the TVA III Private Placement at a purchase price of $1.00 per TVA III Private Placement Warrant, generating gross proceeds of $7,568,750. CCM and Clear Street purchased an aggregate of 2,868,750 TVA III Private Placement Warrants and the Prior Sponsor purchased 4,700,000 TVA III Private Placement Warrants (inclusive of the 4,100,000 NMSI TVA III Private Placement Warrants owned by the Prior Sponsor that were allocated to the non-managing sponsor investors as a result of the non-managing sponsor investor’s membership interests in the Prior Sponsor). Each TVA III Private Placement Warrant is exercisable to purchase one TVA III Class A Ordinary Share at $11.50 per share.

In addition, on April 24, 2025, 166,667 TVA III Founder Shares were forfeited as the underwriters did not fully exercise the over-allotment option.

On September 18, 2025, TVA III, the Prior Sponsor and the Sponsor, entered into the Purchase Agreement, pursuant to which, the Sponsor (i) purchased from the Prior Sponsor (a) 7,500,000 TVA III Founder Shares and (b) 4,700,000 TVA III Private Placement Warrants, for an aggregate purchase price of $7,400,000 and (ii) upon closing, became the Sponsor of TVA III. Since the TVA III IPO and the TVA III Private Placement, TVA III’s activity has been limited to the evaluation of initial business combination candidates.

PlusAI was founded in 2016 by entrepreneurs with deep expertise in engineering, artificial intelligence, and machine learning. PlusAI adopted an AI‑native approach to autonomy early on, using advanced AI models in place of traditional rule-based code to enable scalable and adaptive self-driving technology. Our four founders have collectively founded and scaled six other technology companies, bringing a track record of successful execution in technology markets.

PlusAI is developing autonomous driving intelligence at global scale to create lasting value for the commercial trucking ecosystem by enhancing safety and lowering the cost of freight transportation. PlusAI develops its flagship product, SuperDrive, in partnership with OEMs. SuperDrive is designed to improve safety, efficiency, and cost-effectiveness for commercial fleets. PlusAI is targeting a 2027 commercial launch of SuperDrive in collaboration with its OEM partners; it has not yet generated revenue from SuperDrive and historical revenues are either nominal or based on discontinued operations or products.

The TVA III Board conducted extensive due diligence on PlusAI’s business, financial condition, management team, and future growth prospects in executing upon and achieving its business plan. The TVA III Board considered the results of the diligence review, including the expertise of PlusAI’s management team, the large expected market desire for autonomous vehicles, the government policy and funding support being made available

to accelerate development of autonomous vehicles, PlusAI’s existing OEM partnerships, as well as its AI powered virtual driver software. As a result, TVA III believes that the business combination will provide TVA III shareholders with an opportunity to participate in the ownership of a company with growth potential. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The TVA III Board’s Reasons for Approval of the Business Combination.”

The following summarizes the pro forma shares of the Post-Closing Company common stock issued and outstanding immediately after the business combination on an issued and outstanding basis, presented under the following redemption scenarios: