PlusAI to Go Public Through SPAC Merger With Texas Ventures III

Autonomous trucking software developer PlusAI announced on September 3, 2026, that it has entered into a definitive business combination agreement with Texas Ventures Acquisition III Corp, a special purpose acquisition company, in a transaction that values PlusAI at an approximately $800 million pre-money equity value. Upon closing, the combined company will operate as PlusAI and be listed on Nasdaq.

Plus Automation, Inc., the corporate entity behind PlusAI, said the transaction could bring up to approximately $300 million of capital, consisting of more than $60 million of fully committed financing and the approximately $236 million held in the Texas Ventures III trust account. The committed financing includes a significant capital commitment from funds managed by Yorkville Advisors Global, alongside new and existing investors, and is expected to fund PlusAI through 2027. Texas Ventures III is financially backed by funds managed by Yorkville Advisors, which the announcement describes as a global asset manager that has completed transactions valued at more than $9 billion since its founding in 2001.

The boards of both companies unanimously approved the transaction, which is expected to close in 2026, subject to customary closing conditions. Existing PlusAI stockholders, the Texas Ventures III sponsor and insiders will be subject to lock-up agreements following the closing. Management of the two companies held an investor conference call at 7:00 a.m. Eastern on September 3, 2026, to discuss the proposed transaction and review an investor presentation.

Merger Structure and Earnout Terms

According to a current report on Form 8-K filed with the U.S. Securities and Exchange Commission, the merger agreement was executed on September 2, 2026, among Texas Ventures III, two of its wholly owned merger subsidiaries, and Plus Automation, Inc. Under the two-step structure, Plus Automation will first merge with one subsidiary and continue as a wholly owned Texas Ventures III subsidiary, then immediately merge with a second subsidiary. At least one day before closing, Texas Ventures III will deregister in the Cayman Islands and domesticate as a Delaware corporation under the name PlusAI Holdings, Inc.

The aggregate merger consideration issuable to PlusAI stockholders and vested equityholders is based on the $800 million pre-money equity value, converted into shares through an exchange ratio built around $10.00 per share. The filing establishes three classes of common stock for the domesticated company: Class A shares carrying one vote each, Class B shares carrying twenty votes each, and Class C shares carrying one-quarter of a vote each.

During an earnout period running up to five years after closing, eligible holders of pre-closing PlusAI securities may receive up to 70 million additional shares, issued in three tranches – two of 23,330,000 shares and one of 23,340,000 shares – if specified volume-weighted average share-price targets are satisfied.

Committed Financing and Closing Conditions

Concurrent with the merger agreement, the companies entered subscription agreements for senior guaranteed convertible notes in an aggregate original principal amount of $63,888,888, issued at a 10% original issue discount for net cash proceeds of $57,500,000, together with warrants exercisable at an initial price of $12.00 per share. The notes bear interest at 8.00% per annum in cash or 10.00% per annum as paid-in-kind interest, at the company’s election, and mature on the fifth anniversary of the closing date. A separate PIPE financing of approximately $4.0 million in Class A shares with accompanying warrants was agreed at the same time.

Troy Rillo, CEO of Texas Ventures III, said PlusAI “pairs real revenue today with a credible path to large-scale deployment, while remaining highly disciplined and capital-efficient,” adding that the SPAC’s conviction is reflected in the capital committed alongside the transaction.

The filing states that closing is conditioned on, among other requirements, the cash available in the trust account after shareholder redemptions plus the gross proceeds of the note and PIPE financings totaling at least $40 million, at least $5,000,001 of net tangible assets remaining after redemptions, expiration of the antitrust waiting period under the Hart-Scott-Rodino Act, effectiveness of a registration statement to be filed with the SEC, and listing of the shares on Nasdaq. Certain PlusAI stockholders holding sufficient shares to deliver the required company approval signed voting and support agreements when the merger agreement was executed.

Either party may terminate the agreement if the transaction is not consummated by October 24, 2026, the deadline by which Texas Ventures III must complete a business combination. At PlusAI’s request, the SPAC is required to seek shareholder approval to extend that deadline to June 2, 2027, if closing is not reasonably expected before it. The filing also discloses a forward purchase agreement dated August 27, 2026, between Texas Ventures III and sponsor affiliate YA II PN, Ltd., covering up to 1,050,000 shares and maturing 35 days after closing.

Operations and Commercialization Roadmap

PlusAI said it is actively operating autonomous freight routes in Texas with Ryder and International, and that its SuperDrive Level 4 autonomous driving system for commercial trucks is being deployed in autonomous fleet trials. The company is working with truck manufacturers TRATON, Hyundai and IVECO toward a targeted 2027 commercial launch of factory-built autonomous trucks integrated with SuperDrive. It describes its planned commercial model as a recurring Driver-as-a-Service offering, estimates the opportunity at more than $1 billion in annual recurring revenue at scale, and cites a $1.7 trillion trucking market.

The company’s HyperFoundry platform, an integrated software development platform used to develop and validate autonomous and physical AI systems, has generated $25 million of revenue year-to-date, and PlusAI is targeting an aggregate of $40–50 million of contracted revenue in 2026. “This transaction validates a year of significant execution and operational milestones for PlusAI,” said David Liu, co-founder and CEO of PlusAI. “We are operating autonomous freight routes in Texas today, expanding our OEM partnerships, and successfully monetizing the proprietary data, models and simulation capabilities we have built over the past decade.”

PlusAI is headquartered in Silicon Valley with operations in the United States and Europe, and lists ecosystem partners including TRATON GROUP’s Scania, MAN and International brands, Hyundai Motor Company, Iveco Group, NVIDIA, Ryder, Bosch, DSV and Goodyear. Cohen & Company Capital Markets served as exclusive financial advisor, lead capital markets advisor and sole placement agent to PlusAI, with Wilson Sonsini Goodrich & Rosati as legal advisor to PlusAI and DLA Piper as legal advisor to Texas Ventures III.

Texas Ventures III intends to file a registration statement on Form S-4 with the SEC, which will include preliminary and definitive proxy statements for the shareholder vote on the transaction and the prospectus for the securities to be issued to PlusAI shareholders. The proposed transaction will be submitted to Texas Ventures III shareholders for their consideration, and closing is expected in 2026, subject to the conditions described above.