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):
May 5, 2023
10X CAPITAL
VENTURE ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40722 |
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98-1594494 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1 Word Trade Center, 85th Floor |
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New York, New York |
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10007 |
(Address of principal executive offices) |
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(Zip Code) |
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(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant |
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VCXAU |
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The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
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VCXA |
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The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
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VCXAW |
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The Nasdaq Stock Market LLC |
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 1.01. Entry into A Material Definitive Agreement
As
previously announced, on November 2, 2022, 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X
II”), entered into an Agreement and Plan of Merger (as amended on January 3, 2023, and as further amended from time to time, the
“Merger Agreement”), by and among 10X II, 10X AA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of 10X
II, and African Agriculture, Inc., a Delaware corporation (“African Agriculture”). The Merger Agreement provides for the terms
and conditions of a proposed business combination transaction with African Agriculture (the “Business Combination”).
As
previously announced, on May 2, 2023, in connection with the extraordinary general meeting of shareholders of 10X II (“EGM”),
scheduled to be held on May 10, 2023 (or any postponement or adjournment thereof), at which 10X II’s shareholders will vote on,
among other things, proposals to amend 10X II’s second amended and restated memorandum and articles of association to extend the
date by which 10X II has to consummate an initial business combination (the “Extension Proposals”) from May 13, 2023 to August
13, 2023 (the “Extended Date”) and to allow the board of directors of 10X II (the “Board”), without shareholder
approval, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by
an additional month each time, up to February 13, 2024 (the “Additional Extension Date”), certain investors of 10X II (the
“Initial 10X II Investors”) entered into non-redemption agreements (the “Initial Non-Redemption Agreements”)
with 10X II and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (“Sponsor”).
On
May 5, 2023, in connection with the EGM, scheduled to be held on May 10, 2023 (or any postponement or adjournment thereof), additional
investors of 10X II (together with the Initial 10X II Investors, the “10X II Investors”) entered into non-redemption
agreements (together with the Initial Non-Redemption Agreements, the “Non-Redemption Agreements”) with 10X II and Sponsor.
Pursuant
to the Non-Redemption Agreements, the 10X II Investors agreed for the benefit of 10X II to (i) vote certain 10X II ordinary
shares owned or acquired (the “Subject 10X II Equity Securities”) in favor of the Extension Proposals and (ii) not redeem
the Subject 10X II Equity Securities in connection with the Extension Proposals. In exchange for these commitments from the 10X II Investors,
the Sponsor has agreed to transfer to the 10X II Investors (i) an aggregate of 189,011 Class B ordinary shares, par value $0.0001
per share (“Class B ordinary shares”), of 10X II in connection with an extension until the Extended Date, and (ii) to the
extent the Board agrees to further extend the date to consummate an initial business combination to the Additional Extension Date, an
aggregate amount of up to 567,032 Class B ordinary shares, which includes the Class B ordinary shares referred to in clause (i),
on or promptly after the consummation of the Business Combination. The Non-Redemption Agreements are expected to increase the amount of
funds that remain in 10X II’s trust account following the EGM relative to the amount of funds expected to remain in 10X II’s
trust account had the Non-Redemption Agreements not been entered into. Based upon the amount held in 10X II’s trust account as of
May 4, 2023, which was $47,967,250.00, 10X II estimates that the per-share price at which Class A ordinary shares, par value $0.0001 per
share, of 10X II included as part of the units sold in 10X II’s initial public offering may be redeemed from cash held in 10X II’s
trust account will be approximately $10.33 at the time of the EGM.
Pursuant
to the terms of the Non-Redemption Agreements, 10X II and the Sponsor may enter into additional non-redemption agreements from time to
time with other parties, subject to the terms set forth in the Non-Redemption Agreements.
The
foregoing description of the Non-Redemption Agreements is subject to and qualified in its entirety by reference to the
full text of the Form of Non-Redemption Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which
are incorporated by reference.
Additional Information and
Where to Find It
In connection with the Business
Combination, 10X II filed a Registration Statement on Form S-4 (File No. 333-269342) (as may be amended or supplemented from
time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on January
20, 2023, which includes a preliminary proxy statement/prospectus of 10X II. After the Registration Statement is declared effective, 10X
II will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 10X II filed a definitive proxy
statement (as may be amended or supplemented from time to time, the “Definitive Proxy Statement”) with the SEC on April 25,
2023 for the EGM to consider and vote upon the Extension Proposals and other matters and, beginning on or about April 25, 2023, mailed
the Definitive Proxy Statement and other relevant documents to its shareholders as of the April 17, 2023 record date for the EGM. 10X
II’s shareholders and other interested persons are advised to read the Definitive Proxy Statement and any other relevant documents
that have been or will be filed with the SEC in connection with 10X II’s solicitation of proxies for the EGM and, when available,
the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with 10X
II’s solicitation of proxies for its shareholders’ meeting to be held to approve, among other things, the Business Combination
because such documents contain, or will contain, important information about 10X II, the Extension Proposals, African Agriculture and
the Business Combination. Shareholders may obtain a free copy of the Definitive Proxy Statement, as well as other relevant documents that
have been or will be filed with the SEC, and once available, copies of the Registration Statement, each preliminary proxy statement/prospectus
and the definitive proxy statement/prospectus, without charge, at the SEC’s website located at www.sec.gov. Shareholders may also
obtain copies of the Definitive Proxy Statement by directing a request to Morrow Sodali by telephone by dialing (800) 662-5200 or (203)
658-9400 or by sending an email to VCXA.info@investor.morrowsodali.com.
Participants in the Solicitation
10X II, the Sponsor 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 from 10X II’s shareholders in connection with the EGM. Important information regarding 10X
II’s directors and executive officers is available in the Definitive Proxy Statement. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests are contained in the Definitive Proxy Statement.
10X II, African Agriculture
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 from 10X II’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 II’s directors
and officers in 10X II’s filings with the SEC, including the Registration Statement, and such information and names of African Agriculture’s
directors and executive officers is also in the Registration Statement, which includes the proxy statement of 10X II for the Business
Combination.
Cautionary Note Regarding
Forward-Looking Statements
This Current Report on Form 8-K
(this “Current Report”) includes, and oral statements made from time to time by representatives of 10X II may include, forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the Securities Exchange Act of 1934, as amended. 10X II bases these forward-looking statements on its current expectations and
projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions
about 10X II that may cause 10X II’s actual results, levels of activity, performance, or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements include, but are not limited to, the Business Combination and related matters, including the shareholders meeting
to be held to approve the Business Combination and actions to be taken in connection with the Business Combination, actions to be taken
in connection with the EGM, as well as other statements other than statements of historical fact included in the Definitive Proxy Statement.
These forward-looking statements
are based upon estimates and assumptions that, while considered reasonable by 10X II and its management, and African Agriculture and its
management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against 10X II, African Agriculture, the combined
company following the consummation of the Business Combination or others following the announcement of the Business Combination; (3) the
inability to complete the Business Combination due to the failure to obtain approval of the shareholders of 10X II or the stockholders
of African Agriculture or to satisfy other closing conditions; (4) changes to the proposed structure of the Business Combination that
may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the
Business Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination;
(6) the risk that the Business Combination disrupts current plans and operations of African Agriculture as a result of the announcement
and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination;
(9) changes in applicable laws or regulations; (10) the possibility that African Agriculture or the combined company may be adversely
affected by other economic, business and/or competitive factors; (11) shareholder approval of the proposals at the EGM; (12) 10X II’s
inability to complete an initial business combination within the required time period; and (13) other risks and uncertainties described
in 10X II’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Item 1A. Risks Factors,”
in the Registration Statement, in the Definitive Proxy Statement and in other reports 10X II files with the SEC.
Nothing in this Current Report
should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any
of the contemplated results of such forward-looking statements will be achieved. All such forward-looking statements speak only as of
the date of this Current Report. Neither 10X II nor African Agriculture gives any assurance that 10X II or African Agriculture will achieve
its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements. 10X II and African Agriculture
expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in 10X II’s expectations with regard thereto or any change in events, conditions, or circumstances
on which any such statement is based. All subsequent written or oral forward-looking statements attributable to 10X II or persons acting
on 10X II’s behalf are qualified in their entirety by this “Cautionary Note Regarding Forward-Looking Statements.”
No Offer or Solicitation
This Current Report 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 shall also not constitute an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any
securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any
sale, issuance or transfer 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 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: May 5, 2023
| 10X CAPITAL VENTURE ACQUISITION CORP. II |
| | |
| By: | /s/ Hans Thomas |
| Name: | Hans Thomas |
| Title: | Chairman and Chief Executive Officer |
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