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 PrimeBlocks stockholders and 10X Capitals shareholders and the satisfaction or waiver of other customary closing conditions.
Additional information about PrimeBlocks 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