Item 1.01. |
Entry Into A Material Definitive Agreement. |
Non-Redemption Agreement
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 it may be amended, supplemented or otherwise modified 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 (Merger Sub), and African Agriculture, Inc., a Delaware corporation (African Agriculture).
Concurrently with the execution of the Merger Agreement, certain IPO anchor investors of 10X II (the Initial 10X II Anchor
Investors) entered into non-redemption agreements with 10X II and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (Sponsor).
On November 4, additional IPO anchor investors of 10X II (the Additional 10X II Anchor Investors and together with the
Initial 10X II Anchor Investors, the 10X II Anchor Investors) entered into non-redemption agreements (collectively, the Non-Redemption
Agreements) with 10X II and Sponsor.
Pursuant to the Non-Redemption Agreements, such
10X II Anchor Investors agreed for the benefit of 10X II to (i) vote certain 10X II ordinary shares now owned or hereafter acquired (the Subject 10X II Equity Securities), representing 3,355,743 10X II ordinary shares in the
aggregate, in favor of the proposal to amend 10X IIs organizational documents to extend the time 10X II is permitted to close a business combination and (ii) not redeem the Subject 10X II Equity Securities in connection with such
proposal. In connection with these commitments from the 10X II Anchor Investors, Sponsor has agreed to transfer to each 10X II Anchor Investor an amount of its Class B ordinary shares following the Closing of the Merger.
The foregoing description of the Non-Redemption Agreement 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.
Item 7.01. |
Entry Into A Material Definitive Agreement. |
10X II hereby confirms that the proceeds held in 10X IIs trust account are invested in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations.
Additional Information and Where to Find It
10X II intends to file with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 (as amended, the Registration Statement), which will include a preliminary proxy statement/prospectus of 10X II, in connection with the Business Combination. After the
Registration Statement is declared effective, 10X II will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 10X IIs 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 IIs 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 II, African Agriculture and the Business Combination. The definitive proxy statement/prospectus will be mailed to shareholders of 10X II 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 SECs website at www.sec.gov. In addition, the documents filed by 10X II may be obtained free of charge from 10X II at https://www.10xspac.com/spacII. Alternatively, these documents, when available, can be obtained free of
charge by directing a request to: 10X Capital Venture Acquisition Corp. II, 1 World Trade Center, 85th Floor, New York, NY 10007. The information contained on or accessible through 10X IIs corporate website or any other website that it
may maintain is not part of this Current Report on Form 8-K.
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