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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): December 5, 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 World 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 5.07 Submission of Matters to a Vote of
Security Holders
On
December 5, 2023, 10X Capital Venture Acquisition Corp. II (“10X II”), convened an extraordinary general meeting
of shareholders (the “Extraordinary General Meeting”) held in connection with 10X II’s previously announced
business combination pursuant to the Agreement and Plan of Merger, dated as of November 2, 2022 (as amended from time to time the “Merger
Agreement”), by and among 10X II, 10X AA Merger Sub, Inc., a Delaware corporation and African Agriculture, Inc., a Delaware
corporation (“AFRAG”), pursuant to which, among other things, following the de-registration of 10X II as an
exempted company in the Cayman Islands and the continuation and domestication of 10X II as a corporation in the State of Delaware at
least one day prior (the “Domestication”), Merger Sub will merge with and into AFRAG, with AFRAG being the
surviving company (the “Business Combination”). Following the Domestication, 10X II will change its name to
“African Agriculture Holdings Inc.” (“AFRAG PubCo”). Each proposal voted on at the Extraordinary
General Meeting is described in detail in 10X II’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange
Commission on November 8, 2023.
As
of the close of business on October 13, 2023, the record date for the Extraordinary General Meeting, there were 9,441,220 ordinary shares
(the “Ordinary Shares”), outstanding, each of which was entitled to one vote with respect to each proposal.
A total of 7,756,246 Ordinary Shares, representing approximately 82% of the outstanding Ordinary Shares
entitled to vote, were present in person or by proxy, constituting a quorum.
The
voting results for the proposals voted on at the Extraordinary General Meeting are set forth below:
1.
The Business Combination Proposal – To approve and adopt the Merger Agreement and the transactions contemplated thereby.
For |
|
Against |
|
Abstain |
7,742,662 |
|
13,584 |
|
0 |
2.
The Domestication Proposal – To approve and authorize the Domestication pursuant to 10X II’s Second Amended and Restated
Memorandum and Articles of Association (the “Existing Governing Documents”).
For |
|
Against |
|
Abstain |
7,742,661 |
|
13,285 |
|
300 |
3.
The Charter Amendment Proposal – To approve and authorize the amendment and restatement of the Existing Governing Documents
by their deletion and replacement with the proposed new certificate of incorporation (the “Proposed Charter”)
and bylaws (the “Proposed Bylaws”).
For |
|
Against |
|
Abstain |
7,742,662 |
|
13,584 |
|
0 |
4.
The Advisory Charter Proposals – To approve and authorize on a non-binding advisory basis, the following seven separate resolutions
to approve material differences between the Proposed Charter and the Existing Governing Documents.
| ● | Advisory
Charter Proposal 4A - to increase the authorized share capital of 10X II to 300,000,000
shares of common stock and 50,000,000 shares of preferred stock. |
For |
|
Against |
|
Abstain |
7,742,145 |
|
14,101 |
|
0 |
| ● | Advisory
Charter Proposal 4B - to authorize the board of directors of AFRAG PubCo to issue any
or all shares of AFRAG PubCo preferred stock subject to various terms and conditions. |
For |
|
Against |
|
Abstain |
7,732,988 |
|
23,258 |
|
0 |
| ● | Advisory
Charter Proposal 4C - to permit removal of a director only for cause and only by the
affirmative vote of the holders of a majority of the voting power of all of the outstanding
shares of voting stock of AFRAG PubCo. |
For |
|
Against |
|
Abstain |
7,733,338 |
|
22,908 |
|
0 |
| ● | Advisory
Charter Proposal 4D - to provide that, subject to the rights of holders of any series
of preferred stock, the number of directors will be fixed from time to time by a majority
of the board of directors of AFRAG PubCo. |
For |
|
Against |
|
Abstain |
7,742,362 |
|
13,884 |
|
0 |
| ● | Advisory
Charter Proposal 4E - to eliminate the ability of AFRAG PubCo stockholders to take action
by written consent in lieu of a meeting. |
For |
|
Against |
|
Abstain |
7,733,123 |
|
22,773 |
|
350 |
| ● | Advisory
Charter Proposal 4F - to provide that the Proposed Bylaws may be amended, altered, repealed
or adopted either by the affirmative vote of a majority of the board of directors of AFRAG
PubCo or by the approval of at least two-thirds of the voting power of all of the then-outstanding
shares of voting stock of AFRAG PubCo. |
For |
|
Against |
|
Abstain |
7,742,347 |
|
13,899 |
|
0 |
| ● | Advisory
Charter Proposal 4G - to provide that the Proposed Charter may be amended, altered, repealed
or adopted by the approval of at least two-thirds of the voting power of all of the then-outstanding
shares of voting stock of AFRAG PubCo for amendments for certain provisions of the Proposed
Charter. |
For |
|
Against |
|
Abstain |
7,742,046 |
|
13,900 |
|
300 |
| ● | Advisory
Charter Proposal 4H - to provide that the Court of Chancery for the State of Delaware
will be the sole and exclusive forum for certain stockholder actions. |
For |
|
Against |
|
Abstain |
7,742,662 |
|
13,284 |
|
300 |
5.
The Nasdaq Proposal – To approve and authorize, for the purposes of complying with the applicable provisions of Nasdaq Listing
Rule 5635, the issuance of shares of AFRAG PubCo common stock in connection with the Business Combination and the Standby Equity Purchase
Agreement, plus any additional shares pursuant to subscription agreements 10X II or AFRAG may enter into prior to the closing of the
Business Combination.
For |
|
Against |
|
Abstain |
7,742,946 |
|
13,300 |
|
0 |
6.
The Equity Incentive Plan Proposal – To approve and authorize the African Agriculture Holdings Inc. 2023 Incentive Plan.
For |
|
Against |
|
Abstain |
7,742,396 |
|
13,850 |
|
0 |
As
there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in 10X II’s definitive
proxy statement/prospectus was not presented to shareholders.
Item 7.01 Regulation FD Disclosure.
On December 5, 2023,
10X II issued a press release announcing voting results relating to the Extraordinary General Meeting. A copy of the press release
is being furnished herewith as Exhibit 99.1.
The information contained in
this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall
not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Item 8.01. Other Events.
In connection with the Business Combination, public shareholders of 10X
II received a right to redeem their Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), of 10X
II for a pro rata portion of the funds in 10X II’s trust account (the “Trust Account”). The deadline to submit such
redemptions was 5:00 p.m. Eastern time on December 1, 2023 (the “Redemption Deadline”), and no redemption reversal requests
will be accepted following such Redemption Deadline.
As of the Redemption Deadline, 10X II received redemption
requests for 1,857,033 Class A ordinary shares, representing 98.7% aggregate redemptions since 10X II’s initial public offering.
262,520 Class A ordinary shares held by public holders remain following the Redemption Deadline.
As a result, 10X II estimates that upon closing of
the Business Combination, approximately $19,720,140.08 (approximately $10.62 per share) will be removed from the Trust Account to pay
such redeeming holders.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits. The
following exhibits are filed with this Form 8-K:
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.
|
10X Capital Venture Acquisition Corp. II |
|
|
Date: December 5, 2023 |
By: |
/s/ Hans Thomas |
|
Name: |
Hans Thomas |
|
Title: |
Chief Executive Officer |
4
Exhibit 99.1
10X Capital Venture
Acquisition Corp. II Announces Shareholder Approval of Business Combination with African Agriculture, Inc.
NEW YORK, NY (United States),
December 5, 2023 (GLOBE NEWSWIRE) -- 10X Capital Venture Acquisition Corp. II (“10X II”) (NASDAQ:VCXA), a publicly
traded special purpose acquisition company, announced today that at an extraordinary general meeting held today (the “Meeting”),
its shareholders voted to approve its proposed business combination (the “Business Combination”) with African Agriculture,
Inc. (“AFRAG”), a global food security company operating a commercial-scale alfalfa farm on the African continent.
Subject to customary closing
conditions, the closing of the Business Combination is expected to occur on or about December 6, 2023. Following the consummation of the
Business Combination, on or about December 7, 2023, ordinary shares of the new combined company African Agriculture Holdings Inc. (“AFRAG
PubCo”) are expected to begin trading on the NASDAQ under the ticker symbols “AAGR” and “AAGRW”, respectively.
As of the close of business
on October 13, 2023, the record date for the Meeting, there were 9,441,220 ordinary shares of 10X II (“10X II ordinary shares”)
issued and outstanding. Approximately 82% of all of the 10X II ordinary shares entitled to vote at the Meeting were represented in person,
virtually or by proxy at the Meeting, with more than 99% of those voting to approve the Business Combination.
The formal results of the
10X II shareholder vote will be included on a Form 8-K to be filed with the U.S. Securities and Exchange Commission by 10X II.
In connection with the Business
Combination, public shareholders of 10X II received a right to redeem their Class A ordinary shares, par value $0.0001 per share (“Class
A ordinary shares”), of 10X II for a pro rata portion of the funds in 10X II’s trust account (the “Trust Account”).
The deadline to submit such redemptions was 5:00 p.m. Eastern time on December 1, 2023 (the “Redemption Deadline”),
and no redemption reversal requests will be accepted following such Redemption Deadline.
As of the Redemption Deadline,
10X II received redemption requests for 1,857,033 Class A ordinary shares, representing 98.7% aggregate redemptions since 10X II’s
initial public offering. 262,520 Class A ordinary shares held by public holders remain following the Redemption Deadline.
Contacts
10X II
Investors:
IR@10xcapital.com
SPAC Website: www.10xspac.com/spacii
AFRAG
Investors: Alan
Kessler, 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.
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