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”).
On
May 2, 2023, in connection with the extraordinary general meeting of shareholders (“EGM”) of 10X II, 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 “10X II
Investors”) entered into non-redemption agreements (the “Non-Redemption Agreements”) with 10X II and 10X
Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (“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 110,261
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 330,782 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 1, 2023, which was $47,949,535.00, 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 2, 2023
| 10X
CAPITAL VENTURE ACQUISITION CORP. II |
| | |
| By: | /s/
Hans Thomas |
| Name: | Hans
Thomas |
| Title: | Chairman
and Chief Executive Officer |