- Combination of PrimeBlock and 10X Capital Venture Acquisition
Corp. II to advance PrimeBlock’s focus on the blockchain
ecosystem
- In Q4 2021, PrimeBlock generated $24.4 million of revenue, and
has over 110 megawatts of installed data center capacity
- Business combination based on enterprise value of approximately
$1.25 billion
- Led by CEO Gaurav Budhrani, a former Goldman Sachs investment
banking veteran who advised on over $300 billion in crypto,
technology and natural resources transactions
- Co-founded by Web 3 entrepreneurs Ryan Fang & Chandler
Song, who founded a leading blockchain infrastructure and developer
platform
- PrimeBlock has secured a $300 million committed equity
financing facility from Cantor Fitzgerald affiliate
- Merger expected to be completed by 2H 2022; combined company
expected to be listed on NASDAQ
Prime Blockchain Inc. (“PrimeBlock” or the “Company”), a
diversified infrastructure provider for blockchain technology that
owns and operates a growing portfolio of proprietary data centers
and crypto assets mining operations in North America, and 10X
Capital Venture Acquisition Corp. II (Nasdaq: VCXA) (“10X
Capital”), a special purpose acquisition company (SPAC) sponsored
by 10X Capital, today announced the execution of a definitive
Business Combination Agreement. Upon closing of the transaction,
which values the combined company at an estimated enterprise value
of $1.25 billion, former Goldman Sachs investment banking veteran
Gaurav Budhrani will be CEO and the combined company is expected to
list its stock on the NASDAQ stock market.
10X Capital and PrimeBlock have secured a $300 million committed
equity financing facility from CF Principal Investments LLC, an
affiliate of Cantor Fitzgerald & Co.
PrimeBlock CEO Gaurav Budhrani said, “We are excited to bring
PrimeBlock public with the support of our investors and the
experienced team from 10X Capital. We believe the transaction will
provide tremendous momentum for our next phase of growth. In
addition, our partnerships with key suppliers are expected to
enhance our ability to rapidly scale the business. We believe we
are well-positioned to leverage our infrastructure and technology
to provide PrimeBlock’s customers access to the underlying
economics of public blockchains.”
Differentiated Platform
PrimeBlock’s management team has deep experience across the
cryptocurrency ecosystem, as well as in scaling sustainable
companies, capital markets, and technology. Co-founded by Web 3
entrepreneurs Chandler Song and Ryan Fang, whose past public crypto
projects include Ankr (Coinbase:ANKR) and led by former Goldman
Sachs veteran Gaurav Budhrani, whose past clients include Coinbase
(Nasdaq:COIN) and IonQ (NYSE:IONQ), PrimeBlock operates at scale as
a fast-growing provider of diversified infrastructure and
proprietary hardware for the crypto asset mining ecosystem. Its
cost-effective, rapidly-deployed, modular data centers host
computing hardware, including GPUs and ASICs, which contribute
network hash rate to public blockchains, including Bitcoin and
Ethereum. Heading up operations on the ground across North America
is executive Gavin Qu, also formerly of Goldman Sachs.
PrimeBlock generated $24.4 million in revenue for Q4 2021 and
seeks to mitigate risk and volatility through its combination of
self-mining and hosting revenue streams, operational agility and
speed of deployment. The Company has over 110 megawatts of
installed data center capacity across 12 facilities in North
America, with a focus on North Carolina, Tennessee, and Kentucky,
and an ability to deploy its proprietary modular data center design
from start to finish in under 8 weeks from site
acquisition.
Commitment to achieving sustainable operations and local
economic development
PrimeBlock strives to be a responsible, ethical company and
community member. The Company aims to minimize its environmental
impact and generate employment opportunities in the communities
where it maintains operations. For example, PrimeBlock has made a
strategic commitment to contract with energy providers focused on
carbon-neutral operations. Currently, PrimeBlock sources
approximately 60% of its power from non-carbon emitting sources,
and plans to offset the remainder. As a responsible business
partner and an innovative operator, PrimeBlock expects to implement
additional sustainability-focused solutions for customers,
communities and in its business practices.
Partnership with 10X Capital
Hans Thomas, Chairman and CEO of 10X Capital, commented, “Gaurav
and the leadership team have articulated a clear and compelling
vision for PrimeBlock. They have successfully deployed over 110
megawatts of data center capacity and generated more than $24
million of revenue in the fourth quarter. We are confident they
bring the discipline, skills and relevant experience to continue to
execute the strategy to achieve growth and value creation for all
stakeholders. As co-founders of Ankr (Coinbase:ANKR), Ryan and
Chandler have a proven track record of innovating and executing at
scale in the Crypto / Blockchain space, and Gaurav has the deep
technology and capital markets experience to translate this
innovation to the public markets.”
Thomas continued, “10X Capital is focused on advancing
environmental, social and governance (ESG) best practices and
promoting Diversity, Equity, and Inclusion in our portfolio
companies. We are very pleased to be working with the diverse
and dynamic team at PrimeBlock. They have built strong
relationships with key partners, including the Tennessee Valley
Authority, one of the largest major utilities in the U.S., with a
commitment to net-zero carbon emissions by 2050, and with
approximately 60% of its current production from non-carbon
emitting sources today.”
Key Transaction Terms
The Boards of Directors of PrimeBlock and 10X Capital have
unanimously approved the proposed merger, which is expected to be
completed in the second half of 2022, subject to regulatory
approval, the approval of the proposed merger by PrimeBlock’s
stockholders and 10X Capital’s shareholders and the satisfaction or
waiver of other customary closing conditions.
Additional information about PrimeBlock’s operations and
financial performance, along with the transaction outlined in the
Business Combination Agreement, can be found in the investor
presentation that will be filed by 10X Capital on a Current Report
on Form 8-K with the Securities and Exchange Commission and can be
viewed at www.sec.gov.
Financial and Legal Advisors
Cantor Fitzgerald & Co. is serving as capital markets
advisor to 10X Capital and Cohen & Company Capital Markets, a
division of J.V.B. Financial Group, LLC and Canaccord Genuity are
serving as financial advisors to 10X Capital on this transaction.
King & Spalding LLP is legal counsel to CF Principal
Investments LLC in connection with the Committed Equity
Facility. Latham & Watkins LLP is legal counsel to 10X
Capital. White & Case LLP and Reed Smith LLP are each legal
counsel to PrimeBlock. DLA Piper LLP (US) is legal counsel to Cohen
& Company Capital Markets.
About PrimeBlock
PrimeBlock is a diversified infrastructure provider for
blockchain technology that owns and operates a growing portfolio of
proprietary data centers and crypto assets mining operations in
North America. With community, sustainability, and performance
serving as guiding principles, PrimeBlock aims to create social
good and form bonds within the communities where it operates
efficiently and sustainably. For more information, please visit:
https://primeblock.com.
About 10X Capital
10X Capital is a venture capital and investment firm at the
nexus of Wall Street and Silicon Valley, aligning institutional
capital with high growth ventures. 10X Capital invests across the
capital structure, with a focus on companies using technology to
disrupt major industries, including finance, healthcare,
transportation and real estate. For more information, visit
https://www.10XCapital.com/.
10X Capital Venture Acquisition Corp II (Nasdaq:
VCXA) is a special purpose acquisition company sponsored
by 10X Capital, focused on identifying high growth technology and
tech-enabled businesses domestically and abroad in the consumer
internet, ecommerce, software, healthcare, transportation /
mobility and financial services industries, as well as other
industries which are being disrupted by advances in technology and
on technology paradigms including artificial intelligence,
automation, data science, ecommerce and Software-as-a-Service. For
more information, visit https://www.10XSPAC.com/.
Additional Information
In connection with the proposed transaction, PrimeBlock will
become the wholly-owned subsidiary of 10X Capital and 10X Capital
will be renamed Prime Blockchain Inc. as of the closing of the
proposed transaction. 10X Capital is expected to file a
registration statement on Form S-4 (the “Form S-4”) with the U.S.
Securities and Exchange Commission (“SEC”) that will include a
proxy statement and prospectus of 10X Capital. 10X and PrimeBlock
urge investors, shareholders and other interested persons to read,
when available, the Form S-4, including the preliminary proxy
statement/prospectus and amendments thereto and the definitive
proxy statement/prospectus and documents incorporated by reference
therein, as well as other documents filed with the SEC in
connection with the proposed transaction, as these materials will
contain important information about PrimeBlock, 10X Capital and the
proposed transaction. Such persons can also read 10X Capital’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2021, for a description of the security holdings of 10X Capital’s
officers and directors and their respective interests as security
holders in the consummation of the proposed transaction. When
available, the definitive proxy statement/prospectus will be mailed
to 10X Capital’s shareholders. Shareholders will also be able to
obtain copies of such documents and all other relevant documents
filed or that will be filed with the SEC by 10X Capital, without
charge, once available, at the SEC’s website at www.sec.gov.
Copies of the proxy statement/prospectus can be obtained, when
available, without charge, from 10X SPAC’s website
https://www.10xspac.com/. Before making any voting
decision, investors and security holders of 10X Capital and
PrimeBlock, and other interested parties, are urged to read the
registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed business combination as they become
available because they will contain important information about the
proposed business combination.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination between 10X Capital and
PrimeBlock, including statements regarding the benefits of the
proposed business combination, the anticipated timing of the
proposed business combination, the services offered by PrimeBlock
and the markets in which PrimeBlock operates, business strategies,
debt levels, industry environment, potential growth opportunities,
the effects of regulations and 10X Capital’s or PrimeBlock’s
projected future results. These forward-looking statements
generally are identified by the words looking statements as
predictions of future events. Words such as “expect”, “estimate”,
“project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”,
“may”, “will”, “could”, “should”, “believes”, “predicts”,
“potential”, “continue”, and similar expressions (including the
negative versions of such words or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of 10X
Capital’s securities; (ii) the risk that the proposed business
combination may not be completed by 10X Capital’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by 10X
Capital; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the
approval of the proposed business combination by the shareholders
of 10X Capital and the receipt of certain governmental and
regulatory approvals; (iv) the effect of the announcement or
pendency of the proposed business combination on PrimeBlock’s
business relationships, performance, and business generally; (v)
risks that the proposed business combination disrupts current plans
of PrimeBlock and potential difficulties in PrimeBlock employee
retention as a result of the proposed business combination; (vi)
the outcome of any legal proceedings that may be instituted against
10X Capital or PrimeBlock related to the agreement and plan of
merger or the proposed business combination; (vii) the ability to
maintain the listing of 10X Capital’s securities on Nasdaq; (viii)
the price of 10X Capital’s securities, including volatility
resulting from changes in the competitive and highly regulated
industries in which PrimeBlock operates, variations in performance
across competitors, changes in laws and regulations affecting
PrimeBlock’s business and changes in the combined capital
structure; and (ix) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed business combination, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in 10X’s final proxy
statement/prospectus to be contained in the Form S-4 registration
statement, including those under “Risk Factors” therein, 10X
Capital’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and other documents filed by 10X Capital from time to time
with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and 10X Capital and PrimeBlock assume
no obligation and, except as required by law, do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither 10X
Capital nor PrimeBlock gives any assurance that either 10X Capital
or PrimeBlock will achieve its expectations.
Participants in the Solicitation
10X Capital, PrimeBlock and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of 10X Capital’s shareholders in connection
with the proposed transaction. Investors and security holders may
obtain more detailed information regarding the names, affiliations
and interests of 10X Capital’s directors and executive officers in
10X Capital’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on March 30, 2022.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of 10X Capital’s
shareholders in connection with the proposed transaction will be
set forth in the proxy statement/prospectus for the proposed
transaction when available. Information concerning the interests of
10X Capital’s participants in the solicitation, which may, in some
cases, be different than those of 10X Capital Venture Acquisition
Corp. II’s equity holders generally, will be set forth in the proxy
statement/prospectus relating to the proposed transaction when it
becomes available.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of 10X Capital, PrimeBlock or the combined company, nor shall there
be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
For PrimeBlock:
Investors: IR@primeblock.com
Media: Press@primeblock.com
For 10X Capital:
Investors: IR@10xcapital.com
SPAC Website: www.10xspac.com
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