UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 4, 2023
10X CAPITAL VENTURE
ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
|
Cayman Islands |
|
001-41216 |
|
98-1611637 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 1 Word Trade Center, 85th Floor |
|
|
|
New York,
New York |
|
10007 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (212) 257-0069 |
| (Registrant’s telephone number, including area code) |
| |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each
class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant |
|
VCXB.U |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
VCXB |
|
New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
VCXB WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On October 4, 2023, 10X Capital Venture Acquisition
Corp. III (“10X III”), acting pursuant to authorization from its Board of Directors on October 3, 2023, issued a press release
announcing that it will transfer the listing of its Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”),
redeemable warrants, each exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share (the “Warrants”),
and units, each consisting of one Class A Ordinary Share and one-half of one Warrant (the “Units” and, together with the Class
A Ordinary Shares and the Warrants, the “Listed Securities”), from the New York Stock Exchange (the “NYSE”) to
the NYSE American LLC (the “NYSE American”). 10X III expects that the listing and trading of the Listed Securities on the
NYSE will end at market close on or about October 6, 2023, and that the trading of the Listed Securities on the NYSE American will commence
at market open on or about October 9, 2023. 10X III will file a Form 8-A with respect to the registration of the Listed Securities on
the NYSE American.
The Class A Ordinary Shares, Warrants and Units
have been authorized for listing on the NYSE American, where each will continue to trade under the ticker symbols VCXB, VCXB WS and VCXB.U,
respectively
A copy of the press release is attached hereto
as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated
into this Item 7.01 by reference is the press release that 10X III issued on October 4, 2023. The foregoing (including Exhibit 99.1) is
being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed
to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information and Where to Find It
On August 9, 2023, 10X III entered into an Agreement
and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by
and among 10X III, 10X AGT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of 10X III, and American
Gene Technologies International Inc., a Delaware corporation (“AGT”). The Merger Agreement provides for the terms and conditions
of a proposed business combination transaction with AGT (the “Business Combination”).
10X III intends to file with the SEC a Registration
Statement on Form S-4 (as amended, the “Registration Statement”), which will include a preliminary proxy statement/prospectus
of 10X III, in connection with the Business Combination. After the Registration Statement is declared effective, 10X III will mail a definitive
proxy statement/prospectus and other relevant documents to its shareholders. 10X III’s shareholders and other interested persons
are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus
in connection with 10X III’s solicitation of proxies for its shareholders’ meeting to be held to approve the Business Combination
because the proxy statement/prospectus will contain important information about 10X III, AGT and the Business Combination. The definitive
proxy statement/prospectus will be mailed to shareholders of 10X III as of a record date to be established for voting on the Business
Combination. Shareholders will also be able to obtain copies of the Registration Statement, each preliminary proxy statement/prospectus
and the definitive proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov. In addition,
the documents filed by 10X III may be obtained free of charge from 10X III at https://www.10xspac.com/spacIII. Alternatively, these documents,
when available, can be obtained free of charge by directing a request to: 10X Capital Venture Acquisition Corp. III, 1 World Trade Center,
85th Floor, New York, NY 10007. The information contained on or accessible through 10X III’s corporate website or any other website
that it may maintain is not part of this Current Report on Form 8-K.
Participants in the Solicitation
10X III,
AGT and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of 10X III’s shareholders in connection with the Business Combination. Investors
and security holders may obtain more detailed information regarding the names and interests in the Business Combination of 10X III’s
directors and officers in 10X III’s filings with the SEC, including the Registration Statement to be filed with the SEC by 10X III,
and such information and names of AGT’s directors and executive officers will also be in the Registration Statement to be filed
with the SEC by 10X III, which will include the proxy statement of 10X III for the Business Combination.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. 10X III intends such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words
such as “will,” “expect,” “anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements are
not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions
and other important factors, many of which are outside 10X III’s control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or
outcomes include 10X III’s ability to begin and maintain the trading of its Listed Securities on the NYSE American and those factors
discussed in 10X III’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2022, any subsequent Quarterly Reports
on Form 10-Q filed with the SEC and in any subsequent filings with the SEC, including the Registration Statement and the proxy statement/prospectus
which forms a part thereof relating to the Business Combination expected to be filed by 10X III. 10X III does not undertake any obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation
of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This Current Report on
Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 5, 2023
| | 10X CAPITAL VENTURE ACQUISITION CORP. III |
| | |
| By: | /s/
Hans Thomas |
| Name: | Hans Thomas |
| Title: | Chairman and Chief Executive Officer |
3
Exhibit 99.1
10X Capital Venture Acquisition Corp.
III Announces Transfer of Listed Securities to the NYSE American
New York, NY, Oct. 04, 2023 (GLOBE NEWSWIRE)
-- 10X Capital Venture Acquisition Corp. III (NYSE: VCXB.U, VCXB, VCXB WS) (“10X III”) today announced that it is transferring
the listing of its Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), redeemable warrants,
each exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share (the “Warrants”), and units, each
consisting of one Class A Ordinary Share and one-half of one Warrant (the “Units” and, together with the Class A Ordinary
Shares and the Warrants, the “Listed Securities”), from the New York Stock Exchange (the “NYSE”) to the NYSE
American LLC (the “NYSE American”). 10X III’s decision to transfer to the NYSE American was motivated by several factors,
including more favorable thresholds for continued listing on the NYSE American. Following the transfer, 10X III intends to continue to
file the same types of periodic reports and other information it currently files with the Securities and Exchange Commission (the “SEC”).
10X III expects that the trading of its Listed Securities on the NYSE will end at market close on or about October 6, 2023 and that the
trading of its Listed Securities on the NYSE American will commence at market open on or about October 9, 2023 under the current ticker
symbols, VCXB, VCXB WS and VCXB.U for the Class A Ordinary Shares, Warrants and Units, respectively.
About 10X Capital
10X Capital is an alternative asset
management firm leveraging advancements in data analytics & AI to generate signals, deliver insights, and drive returns across asset
classes. The firm promotes Diversity, Equity & Inclusion in its portfolio companies and the industry. 10X Capital is amongst the
most active venture capital firms globally, aligning Wall Street, Main Street & Silicon Valley by bringing institutional capital
& strategies to high growth ventures & income opportunities in both private & public markets. For more information, visit https://www.10XCapital.com/.
10X Capital Venture Acquisition Corp.
III (NYSE: VCXB.U, VCXB, VCXB WS) is a special purpose acquisition company sponsored by 10X Capital, focused on identifying high growth
businesses domestically and abroad and bringing them to the public markets. For more information visit https://www.10xspac.com/spaciii.
Additional Information and Where
to Find It
As previously announced on August 9,
2023, 10X III has entered into a merger agreement with American Gene Technologies International Inc., a Delaware corporation (“AGT”),
for a business combination that would result in the combined company being a publicly listed company (the public company following the
business combination to be renamed “Addimmune”). In connection with the proposed transaction, the parties intend to file
relevant materials with the SEC, including a registration statement on Form S-4 (“Form S-4”), which will include a proxy
statement/prospectus of 10X III, along with other documents regarding the proposed transaction. 10X III’s shareholders and other
interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the
definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination,
as these materials will contain important information about AGT, 10X III and the proposed business combination. Promptly after the Form
S-4 is declared effective by the SEC, 10X III will mail the definitive proxy statement/prospectus and a proxy card to each shareholder
entitled to vote at the meeting relating to the approval of the transactions and other proposals set forth in the proxy statement/prospectus.
The Form S-4, the proxy statement/prospectus, as well as other filings containing information about AGT and 10X III will be available
without charge at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can be obtained,
when available, without charge, from 10X III’s website https://www.10xspac.com/spaciii. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Participants in the Solicitation
AGT, 10X III and certain of their respective
directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the
solicitation of proxies from 10X III’s shareholders in connection with the proposed business combination. You can find more information
about 10X III’s directors and executive officers in 10X III’s Annual Report on Form 10-K, as amended, for the year ended
December 31, 2022 (the “Annual Report”), which was filed with the SEC on May 22, 2023, as modified or supplemented by any
Form 3 or Form 4 filed with the SEC since the date of such filing. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available.
Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute
a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination.
This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such
as “will,” “expect,” “anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements are
not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions
and other important factors, many of which are outside 10X III’s control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or
outcomes include 10X III’s ability to begin and maintain the trading of its Listed Securities on the NYSE American and those factors
discussed in the Annual Report, any subsequent Quarterly Reports on Form 10-Q filed with the SEC and in any subsequent filings with the
SEC, including the Form S-4 and the proxy statement/prospectus which forms a part thereof relating to the business combination expected
to be filed by 10X III. 10X III does not undertake any obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
Contact
ir@10xcapital.com
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