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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):
November 29, 2023
10X CAPITAL VENTURE ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40722 |
|
98-1594494 |
(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-third of one redeemable warrant |
|
VCXAU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
|
VCXA |
|
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 |
|
VCXAW |
|
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 8.01. Other Events.
On November 29, 2023, 10X
Capital Venture Acquisition Corp. II (“10X II” or the “Company”) issued a press release announcing that the Company’s
previously announced extraordinary general meeting of shareholders in connection with the previously announced proposed business combination
(the “Business Combination”) with African Agriculture, Inc., (“African Agriculture”) will be moved from 10:00
a.m. Eastern Time on November 30, 2023 to 8:00 a.m. Eastern Time on December 5, 2023.
A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Non-Solicitation
This Current Report on Form
8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
proposed transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of AFRAG, Merger Sub,
the combined company, or the 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 Section 10 of the Securities Act.
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Forward Looking Statements
Certain statements made herein
are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended and the “safe
harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them
or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination
between 10X II and AFRAG, the estimated or anticipated future results and benefits of the combined company following the business combination,
including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the
combined company, including the efficacy, development of, and processing of African Agriculture alfalfa product, and other statements
that are not historical facts.
These statements are based
on the current expectations of 10X II’s and/or African Agriculture management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by
any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
10X II and AFRAG. These statements are subject to a number of risks and uncertainties regarding African Agriculture business and the business
combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic,
political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19
pandemic; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances
that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings that may be instituted
against the parties following the announcement of the business combination; failure to realize the anticipated benefits of the business
combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of
AFRAG and 10X II; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation
of the business combination; the risks related to African Agriculture business and the timing of expected business milestones; African
Agriculture development of, and processing of alfalfa product at; the effects of competition on African Agriculture business; the ability
of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of AFRAG to
obtain or maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related
to the business combination; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange
Commission (the “SEC”). The foregoing list of risk factors is not exhaustive. There may be additional risks that AFRAG presently
does not know or that AFRAG currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking
statements. In addition, forward-looking statements provide African Agriculture expectations, plans or forecasts of future events and
views as of the date of this communication. AFRAG anticipates that subsequent events and developments will cause African Agriculture assessments
to change. However, while AFRAG may elect to update these forward-looking statements in the future, AFRAG specifically disclaims any obligation
to do so. These forward-looking statements should not be relied upon as representing African Agriculture assessments as of any date subsequent
to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein
should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results
of such forward looking statements will be achieved.
No Offer
This
communication is for informational purposes only and shall neither constitute an offer to sell nor the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdictions. 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.
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 was declared effective on November 7, 2023. 10X II has mailed
a definitive proxy statement/prospectus (the “Definitive Proxy Statement”) and other relevant documents to its shareholders.
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 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, 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, 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, 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 Definitive Proxy
Statement.
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
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: November 29, 2023
| 10X CAPITAL VENTURE ACQUISITION CORP. II |
| | |
| By: | /s/
Hans Thomas |
| Name: | Hans Thomas |
| Title: | Chairman and Chief Executive Officer |
5
Exhibit 99.1
10X
Capital Venture Acquisition Corp. II Announces New Date for
Extraordinary
General Meeting to Vote on Business
Combination
NEW YORK, NY (United States), Nov. 29, 2023 (GLOBE NEWSWIRE) -- 10X Capital Venture Acquisition Corp. II (“10X II”) (NASDAQ:VCXA), a publicly traded special
purpose acquisition company, has announced today that its previously announced extraordinary general meeting (the “Meeting”)
of shareholders in connection with the previously announced proposed business combination (the “Business Combination”) with
African Agriculture, Inc. (the “Company”), will be moved from 10:00 a.m. Eastern Time on November 30, 2023 to 8:00 a.m.
Eastern Time on December 5, 2023.
As a result of this change, 10X II has extended
the deadline for holders of the public shares to submit their shares for redemption to 5:00 p.m. Eastern Time on Friday, December 1, 2023
(the “Redemption Deadline”). Any demand for redemption, once made, may be withdrawn at any time until the Redemption Deadline.
Shareholders may request to reverse their redemption by contacting 10X II’s transfer agent, Continental Stock Transfer & Trust
Company, at One State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind (e-mail: mzimkind@continentalstock.com).
The record date for the Meeting remains the close
of business on October 13, 2023 (the “Record Date”). Shareholders who have previously submitted their proxy or otherwise voted
and who do not want to change their vote need not take any action. Shareholders as of the Record Date can vote, even if they have subsequently
sold their shares.
All shareholders of
10X II are strongly encouraged to read the definitive proxy statement/prospectus carefully and in its entirety before voting and to vote
as soon as possible in advance of the Meeting. The definitive proxy statement/prospectus
contains important information about the Business Combination. The definitive proxy statement/prospectus is available at www.sec.gov.
Contacts
10X II
Investors: IR@10xcapital.com
SPAC Website: www.10xspac.com/spacii
African Agriculture
Investors: ak@africanagriculture.com
Media: Maxine Gordon,
mg@africanagriculture.com
About 10X II
10X Capital Venture Acquisition
Corp. II is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization,
or similar business combination with one or more businesses.
About African Agriculture
African Agriculture,
Inc. is a global food security company operating a commercial-scale alfalfa farm to meet the growing demand for agricultural commodities.
Participants in the
Solicitation
10X
II, the Company 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 on Form S-4, and such information
and names of the Company’s directors and executive officers is also in the Registration Statement, which includes the definitive
proxy statement/prospectus.
Cautionary Note Regarding
Forward-Looking Statements
This
press release 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 as well as other statements other than statements
of historical fact included in the definitive proxy statement/prospectus.
These
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by 10X II and its management, and
the Company 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, the Company,
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 the Company 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 the Company 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 the Company 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/prospectus and in other reports 10X II files with the SEC.
Nothing
in this press release 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 press release. Neither 10X II nor the Company gives any assurance that 10X II or the Company will achieve
its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements. 10X II and the Company 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 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 II, the Company 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.
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