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):
October 12, 2023
10X CAPITAL VENTURE ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41216 |
|
98-1611637 |
(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-half of one redeemable warrant |
|
VCXB.U |
|
NYSE American |
| Class A ordinary shares, par value $0.0001 per share |
|
VCXB |
|
NYSE American |
| Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
VCXB WS |
|
NYSE American |
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 3.03. Material Modification to Rights of Security Holders.
The information disclosed in
Item 5.07 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 3.03 to the
extent required.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in
Item 5.07 of this Current Report under the headings “Proposal 1,” “Proposal 2” and “Proposal 3” (collectively,
the “Proposals”) is incorporated by reference into this Item 5.03 to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Extraordinary General
Meeting
On October 12, 2023, 10X
Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X III”), held an extraordinary general meeting
of shareholders (the “Extraordinary General Meeting”), at which holders of 14,310,579 ordinary shares, comprised of 10X III’s
Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 10X III’s Class B ordinary shares,
par value $0.0001 per share (“Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary
Shares”), were present in person or by proxy, representing approximately 94.09% of the voting power of the 15,209,190 issued and
outstanding Ordinary Shares of 10X III, comprised of 5,209,190 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares, entitled
to vote at the Extraordinary General Meeting at the close of business on August 31, 2023, which was the record date (the “Record
Date”) for the Extraordinary General Meeting. 10X III’s shareholders of record as of the close of business on the Record Date
are referred to herein as “Shareholders.” In connection with the vote to approve the proposals set forth below, the holders
of 2,014,907 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately
$10.68 per share, for an aggregate of approximately $21,514,603 in connection with the Proposals. After the satisfaction of such redemptions,
the balance in 10X III’s trust account will be approximately $21,796,238 million. A summary of the voting results at the Extraordinary
General Meeting for each of the Proposals is set forth below.
Proposal 1
The
Shareholders approved, by special resolution, the proposal to amend 10X III’s Second Amended and Restated Memorandum and Articles
of Association (the “Charter”) pursuant to an amendment to the Charter in the form set forth in Part 1 of Annex A of the proxy
statement to extend the date by which 10X III must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination (an “initial business combination”), (2) cease its operations except for the purpose of winding
up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the
units sold in the Company’s initial public offering that was consummated on January 14, 2022 (the “IPO”), from
October 14, 2023 to January 14, 2024 (the “Extended Date”) and to allow the board of directors of the Company (the
“Board”), without another shareholder vote, to elect to further extend the date to consummate an initial business combination
after the Extended Date for up to six additional months, by one or more months each time, upon two days’ advance
notice prior to the applicable deadline, up to July 14, 2024 (the “Additional Extension Date”), unless the closing of
an initial business combination should have occurred prior thereto (the “Extension” and such proposal, the “Extension
Proposal”). The voting results for such proposal were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 13,349,861 |
|
960,718 |
|
0 |
|
0 |
Proposal 2
The
Shareholders approved, by special resolution, the proposal to amend the Charter pursuant to an amendment to the Charter in the form set
forth in Part 2 of Annex A of the proxy statement (the “Redemption Limitation Amendment” and such proposal, the “Redemption
Limitation Amendment Proposal”) to eliminate from the Charter the limitation that 10X III shall not redeem Class A Ordinary Shares
included as part of the units sold in the IPO (including any shares issued in exchange thereof, the “public shares”) to the
extent that such redemption would cause 10X III’s net tangible assets to be less than $5,000,001 following such redemptions (the
“Redemption Limitation”). The Redemption Limitation Amendment will allow 10X III to redeem public shares irrespective of whether
such redemption would exceed the Redemption Limitation. The voting results for such proposal were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 13,867,788 |
|
442,791 |
|
0 |
|
0 |
Proposal 3
The
Shareholders approved, by special resolution, the proposal to amend the Charter pursuant to an amendment to the Charter in the form set
forth in Part 3 of Annex A of the proxy statement to provide for the right of a holder of Class B Ordinary Shares to convert such Class
B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of an initial
business combination at the election of the holder (the “Optional Conversion Amendment” and such proposal, the “Optional
Conversion Amendment Proposal”). The voting results for such proposal were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 13,867,788 |
|
442,791 |
|
0 |
|
0 |
Proposal 4
The proposal to adjourn the Extraordinary
General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event
that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Redemption Limitation
Amendment Proposal and/or the Optional Conversion Amendment Proposal was not presented at the Extraordinary General Meeting, as each
of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Optional Conversion Amendment Proposal received a
sufficient number of votes for approval.
On October 12, 2023, 10X III
filed with the Cayman Islands Registrar of Companies a notice of the special resolutions amending the Charter. Under Cayman Islands law,
the amendments to the Charter took effect upon approval of the Extension Proposal, the Redemption Limitation Amendment Proposal and the
Optional Conversion Amendment Proposal.
Item 8.01 Other Events.
As previously
announced, on October 5, 2023, in connection with the Extraordinary General Meeting, certain unaffiliated third party investors of 10X
III (the “10X III Investors”) entered into non-redemption agreements (the “Non-Redemption Agreements”)
with 10X III and 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (“Sponsor”).
Pursuant
to the Non-Redemption Agreements, the 10X III Investors agreed for the benefit of 10X III to (i) vote certain Ordinary
Shares owned (the “Subject 10X III Equity Securities”) in favor of the Extension Proposal and (ii) not redeem the Subject
10X III Equity Securities in connection with the Extension Proposal. In exchange for these commitments from the 10X III Investors, the
Sponsor has agreed to transfer to the 10X III Investors (i) an aggregate of 210,000 Class B Ordinary Shares 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 630,000 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 (as defined below).
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.
Additionally, pursuant
to the terms of the Charter, as amended by the Optional Conversion Amendment, the Sponsor intends to convert 9,999,999 Class B Ordinary
Shares held by it on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The Sponsor will
not have any redemption rights in connection with the Converted Shares, and the Converted Shares will be subject to the restrictions on
transfer included in the letter agreement entered into by the Sponsor in connection with the IPO. Following such conversion, and as a
result of the redemptions described above, there will be an aggregate of 13,194,282 Class A Ordinary Shares issued and outstanding, of
which 2,041,283 Class A Ordinary Shares issued and outstanding will have redemption rights, and one Class B Ordinary Share issued and
outstanding.
Additional Information and
Where to Find It
On August 9, 2023, 10X III entered
into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”),
by and among 10X III, 10X AGT Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of 10X III, and American
Gene Technologies International Inc., a Delaware corporation (“AGT”). The Merger Agreement provides for the terms and conditions
of a proposed business combination transaction with AGT (the “Business Combination”).
10X III intends to file with
the SEC a Registration Statement on Form S-4 (as amended, the “Registration Statement”), which will include a preliminary
proxy statement/prospectus of 10X III, in connection with the Business Combination. After the Registration Statement is declared effective,
10X III will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 10X III’s shareholders
and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto,
and the definitive proxy statement/prospectus in connection with 10X III’s solicitation of proxies for its shareholders’ meeting
to be held to approve the Business Combination because the proxy statement/prospectus will contain important information about 10X III,
AGT and the Business Combination. The definitive proxy statement/prospectus will be mailed to shareholders of 10X III as of a record date
to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the Registration Statement,
each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, without charge, once available, at the SEC’s
website at www.sec.gov. In addition, the documents filed by 10X III may be obtained free of charge from 10X III at https://www.10xspac.com/spacIII.
Alternatively, these documents, when available, can be obtained free of charge by directing a request to: 10X Capital Venture Acquisition
Corp. III, 1 World Trade Center, 85th Floor, New York, NY 10007. The information contained on or accessible through 10X III’s corporate
website or any other website that it may maintain is not part of this Current Report on Form 8-K.
Participants in the Solicitation
10X
III, AGT 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 of 10X III’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 III’s
directors and officers in 10X III’s filings with the SEC, including the Registration Statement to be filed with the SEC by 10X III,
and such information and names of AGT’s directors and executive officers will also be in the Registration Statement to be filed
with the SEC by 10X III, which will include the proxy statement of 10X III for the Business Combination.
Cautionary Note Regarding
Forward-Looking Statements
This Current Report on Form 8-K
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 10X III intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied
by words such as “will,” “expect,” “anticipated,” “estimated,” “believe,”
“intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking
statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside 10X III’s control, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results
or outcomes include those discussed in 10X III’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2022, any
subsequent Quarterly Reports on Form 10-Q filed with the SEC and in any subsequent filings with the SEC, including the Registration Statement
and the proxy statement/prospectus which forms a part thereof relating to the Business Combination expected to be filed by 10X III. 10X
III does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K
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 on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale 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 of 1933, as amended, 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: October 13, 2023
| | 10X CAPITAL VENTURE ACQUISITION
CORP. III |
| | | |
| By: | /s/
Hans Thomas |
| Name: | Hans
Thomas |
| Title: | Chairman
and Chief Executive Officer |
5
Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
10X Capital Venture Acquisition Corp. III (ROC
# 371478) (the “Company”)
TAKE NOTICE that at an Extraordinary General
Meeting of the shareholders of the Company held on the 12th October 2023, the following special resolutions were passed:
| 1. | RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles
of Association of the Company be amended by the deletion of the existing Article 49.7 in its entirety and the insertion of the following
language in its place: |
| “49.7 | In the event that the Company does not consummate a
Business Combination on or before (i) January 14, 2024 or (ii) July 14, 2024, in the event that the Directors resolve by resolutions
of the Board, to extend the amount of time to complete a Business Combination for up to six (6) additional months, by one or more months
each time, or such later time as the Members may approve in accordance with the Articles, the Company shall: |
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest
to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public
Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining Members and the Directors, liquidate and dissolve, |
subject
in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
| 2. | RESOLVED, as a special resolution that: |
| (a) | the Second Amended and Restated Memorandum and Articles of
Association of the Company be amended by the deletion of the existing Article 49.2 in its entirety and the insertion of the following
language in its place: |
“Prior
to the consummation of a Business Combination, the Company shall either:
| (a) | submit such Business Combination to its Members for approval;
or |
| (b) | provide Members with the opportunity to have their Shares
repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned
on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase
Shares is subject to the completion of the proposed Business Combination to which it relates.” |
| (b) | the Second Amended and Restated Memorandum and Articles of
Association of the Company be amended by the deletion of the existing Article 49.4 in its entirety and the insertion of the following
language in its place: |
“At a general
meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination
is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”
| (c) | the Second Amended and Restated Memorandum and Articles of
Association of the Company be amended by the deletion of the existing Article 49.5 in its entirety and the insertion of the following
language in its place: |
“Any Member holding Public Shares
who is not the Sponsor, a Founder, Officer or Director may, within two Business Days prior to any vote on a Business Combination, elect
to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials
(the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person
with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding,
or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate
without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption
right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such
Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such
proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the
Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the
Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the
number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but
only in the event that the applicable proposed Business Combination is approved and consummated.”
| 3. | RESOLVED, as a special resolution that the Second
Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 17.2 in
its entirety and the insertion of the following language in its place: |
“Class B Shares shall automatically
convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”): (a) concurrently with or immediately
following the consummation of a Business Combination; or (b) at any time and from time to time at the option of the holders thereof”.
| 4. | RESOLVED, as a special resolution that the Second
Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.9 in
its entirety and the insertion of the following language in its place: |
“Except in connection with the
conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive
funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Directors
shall not issue additional Shares or any other securities that would entitle the holders thereof to (i) receive funds from the Trust Account;
or (ii) vote as a class with Public Shares on a Business Combination.”
| /s/ Wai Yan Ng |
|
| Wai Yan Ng |
|
| Corporate Administrator |
|
| for and on behalf of |
|
| Maples Corporate Services Limited |
|
Dated this 12th day of October 2023.
3
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