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once made, may be withdrawn at any time until the Redemption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 IIInvestors: IR@10xcapital.comSPAC
Website: www.10xspac.com/spacii
African Agriculture
Investors: ak@africanagriculture.comMedia:
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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