VCXAU 10X Capital Venture Acquisition Corporation II

 

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:

 

Exhibit No.		Description of Exhibits
99.1		Press Release dated December 5, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

 

v3.23.3

Cover	Dec. 05, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 05, 2023
Entity File Number	001-40722
Entity Registrant Name	10X CAPITAL VENTURE ACQUISITION CORP. II
Entity Central Index Key	0001848898
Entity Tax Identification Number	98-1594494
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1 World Trade Center
Entity Address, Address Line Two	85th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	(212)
Local Phone Number	257-0069
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Class Ordinary Share Par Value 0. 0001 And Onethird Of One Redeemable Warrant [Member]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant
Trading Symbol	VCXAU
Security Exchange Name	NASDAQ
Class Ordinary Shares Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	VCXA
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Class Ordinary Share Each At Exercise Price Of 11. 50 Per Share [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	VCXAW
Security Exchange Name	NASDAQ

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