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 8, 2022
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 | (Commission File Number) | (IRS Employer | ||
| incorporation) | 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 | ||
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 1.01. Entry Into A Material Definitive Agreement.
On December 8, 2022, certain investors (the “10X III Investors”) of 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X III”), entered into a non-redemption agreement (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, such 10X III Investors agreed, for the benefit of 10X III, to vote certain 10X III ordinary shares now owned or hereafter acquired (the “Investor Shares”) in favor of the proposal to amend 10X III’s organizational documents to extend the time 10X III is permitted to close a business combination and not to redeem the Investor Shares in connection with such proposal. In connection with these commitments from the 10X III Investors, Sponsor has agreed to transfer to each 10X III Investor an amount of its Class B ordinary shares (the “Transferred Sponsor Shares”) on or promptly after the closing of 10X III’s initial business combination.
10X III and Sponsor may enter into additional non-redemption agreements with investors, provided that, if the ratio of Transferred Sponsor Shares to Investor Shares in any such other agreement is greater than the ratio provided for in the Non-Redemption Agreements, the amount of Transferred Sponsor Shares to be received by the 10X III Investors pursuant to the Non-Redemption Agreements shall be adjusted to match such greater ratio.
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.
Item 7.01. Regulation FD Disclosure.
10X III announced today that it has entered into a non-binding letter of intent (the “LOI”) for a proposed business combination with Sparks Energy, Inc. (“Sparks”). Sparks is a leader in storm response and energy restoration management with qualified crews for overhead/underground distribution, transmission, substation and row operations.
Under the terms of the LOI, 10X III and Sparks would become a combined entity, with Spark’s existing shareholders exchanging their shares in Sparks for equity in the combined public company. 10X III expects to announce additional details regarding the proposed business combination when a definitive agreement is executed.
No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to board and shareholder approval of both companies, regulatory approvals and other customary conditions.
The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 as amended (the “Securities Act”), or the Exchange Act.
Additional Information and Where to Find It
On November 17, 2022, 10X III filed a preliminary proxy statement (the “Extension Proxy Statement”) to hold an extraordinary general meeting to seek shareholder approval to amend and restate 10X III’s Amended and Restated Memorandum and Articles of Association to extend the date by which 10X III must consummate an initial business combination, from January 14, 2023 to July 14, 2023 (the “Extended Date”) and to allow 10X III’s board of directors, without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to three times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, to October 14, 2023 (the “Extension Proposal”). The Extension Proxy Statement can be obtained, without charge, at the website of the U.S. Securities and Exchange commission (the “SEC”) at www.sec.gov.
1
If a legally binding definitive agreement with respect to the proposed business combination is executed, 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 proposed 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. 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 proposed 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. 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.
10X III urges investors, stockholders and other interested persons to read the Extension Proxy Statement and, when available, the Registration Statement, as well as other documents filed with the SEC because these documents do and will contain important information about 10X III, the Extension Proposal, the potential target company and the proposed transaction.
Participants in the Solicitation
10X III and its 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 with respect to the Extension Proposal and the potential transaction described herein. Investors and security holders may obtain more detailed information regarding the names and interests 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, which will include the proxy statement of 10X III for the proposed business combination.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K (this “Current Report”) may be considered forward-looking statements. Forward-looking statements generally relate to future events or 10X III’s future financial or operating performance. For example, statements about the 10X III’s shareholders’ approval of the Extension Proposal, 10X III’s ability to enter into a definitive agreement or consummate the proposed business combination, Sparks’ business and product development, and 10X III’s ability to obtain the financing necessary to consummate the proposed business combination are 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 are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by 10X III and its management, are inherently uncertain. These forward-looking statements are subject to a number of risks and uncertainties, including: the risk that the approval of the shareholders of 10X III of the Extension Proposal is not obtained; 10X III’s ability to enter into a definitive agreement with respect to the proposed business combination or consummate a transaction with Sparks; the risk that the approval of the shareholders of 10X III for the proposed business combination is not obtained; failure to realize the anticipated benefits of the proposed business combination, including as a result of a delay in consummating the proposed business combination or difficulty in integrating the businesses of 10X III and Sparks; the amount of redemption requests made by 10X III’s shareholders and the amount of funds remaining in 10X III’s trust account after satisfaction of such requests; the performance of Sparks’ business, competition, demand, and regulatory risks other risks and uncertainties described in 10X III’s registration statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2021 and its subsequent Quarterly Reports on Form 10-Q, and in the Registration Statement to be filed by 10X III with the SEC in connection with the proposed business combination.
2
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. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. 10X III does not undertake any duty to update these 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 any business combination. This Current Report shall 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 or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 10.1 | Form of Non-Redemption Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
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: December 9, 2022
| 10X CAPITAL VENTURE ACQUISITION CORP. III | ||
| By: | /s/ Hans Thomas | |
| Name: | Hans Thomas | |
| Title: | Chairman and Chief Executive Officer |
|
4
Exhibit 10.1
NON-REDEMPTION AGREEMENT
| SPAC | 10X Capital Venture Acquisition Corp. III, a Cayman Island exempted company (“SPAC”).
|
| Sponsor | 10X Capital SPAC Sponsor III LLC
|
| Investor | [ ]
|
| Investor Agreements | Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Amended and Restated Memorandum and Articles of Association to extend the date by which the SPAC must consummate an initial business combination by six months plus three additional one month periods at the option of the SPAC (the “Extension”), the lesser of (i) 400,000 SPAC Class A Shares and (ii) together with Investor’s affiliates, 9.99% of the total outstanding shares of the SPAC (the “Investor Shares”).
Investor waives any right that it may have to elect to have SPAC redeem any Investor Shares and agrees not to redeem or otherwise exercise any right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares in connection with the Extension.
Investor agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will, from the execution of this Agreement until the business day following a successful shareholder vote with respect to the Extension, (a) engage in any hedging transactions or Short Sales (as defined below) with respect to securities of SPAC, (b) offer for sale, sell (including Short Sales), transfer (including by operation of law), place a lien on, pledge, convert, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise) or encumber (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement, arrangement, undertaking or understanding (including any profit-sharing arrangement) with respect to, or consent to, a direct or indirect Transfer of, any or all of the Investor Shares, or (c) take any action that would have the effect of preventing or materially delaying the performance of its obligations hereunder. For purposes of this agreement (this “Agreement”), “Short Sales” shall include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, (ii) all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and (iii) sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
Investor agrees that it will and will cause its controlled affiliates to vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) all of SPAC Class A Shares and SPAC Class B Shares owned, as of the applicable record date, by any of them at any meeting of the shareholders of the SPAC in favor of the Extension and cause all such shares to be counted as present thereat for purposes of establishing a quorum.
|
1
| Transferred Sponsor Shares | 85,750 fully paid, non-assessable SPAC Class B Shares plus 14,292 additional fully paid, non-assessable SPAC Class B Shares per month for the three one-month periods beyond six months to the extent the SPAC elects to extend for those periods; provided that if there are less than 400,000 Investor Shares subject to this Agreement, the amount of SPAC Class B Shares will be reduced proportionally.
|
| Other Investors | The SPAC may enter into additional non-redemption agreements either prior to or following the execution of this Agreement with other parties, provided that if under terms of any such other agreement the investor thereunder receives a greater ratio of Transferred Sponsor Shares to Investor Shares than provided for in this Agreement, the amount of Transferred Sponsor Shares received by Investor shall be adjusted to match such greater ratio.
|
| SPAC and Sponsor Agreements | Subject to the compliance of the Investor with the agreements and representations herein and conditioned on the consummation of the Extension, the Sponsor agrees to issue to the Investor the Transferred Sponsor Shares on or promptly after the consummation of the SPAC’s business combination. The SPAC will not make any amendments to the terms of the Transferred Sponsor Shares stated in the IPO prospectus dated January 11, 2022. The Transferred Sponsor Shares will not be subject to any earn-out, cut-back, reduction, mandatory repurchase, redemption, forfeiture or transfer restriction not described here or in the IPO prospectus, without the Investor’s prior written consent.
|
| Investor Representations and Warranties: | Investor represents and warrants to SPAC and Sponsor the representations and warranties on Exhibit A hereto. |
| Termination Event | This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest to occur of (a) the mutual written consent of the parties hereto; (b) the consummation of the Extension and the delivery of the Transferred Sponsor Shares to the Investor and (c) December 1, 2023.
|
| Disclosure | SPAC shall promptly following the execution of this Agreement adequately disclose the material terms and conditions of the transaction contemplated by this Agreement. SPAC shall not name Investor in such disclosure unless required by applicable law or regulation.
|
2
|
Governing Law and Jurisdiction
|
New York |
| Trust Account Waiver | Investor acknowledges that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of the private placement (including interest accrued from time to time thereon) for the benefit of its public shareholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Investor or any of its related parties as a shareholder of SPAC to the extent related to or arising from any shares of the SPAC. |
| Entire Agreement | This Agreement and the agreements referenced herein constitute the entire binding agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent that they relate in any way to the subject matter hereof. |
3
| [INVESTOR] | 10X CAPITAL VENTURE ACQUISITION CORP. III | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: | |||
| 10X CAPITAL SPAC SPONSOR III LLC | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
4
EXHIBIT A
(a) This Agreement has been duly executed and delivered by the Investor and, assuming due authorization, execution and delivery by Sponsor and SPAC, this Agreement constitutes a legally valid and binding obligation of the Investor, enforceable against the Investor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(b) The execution and delivery of this Agreement by the Investor does not, and the performance by the Investor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Investor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Investor of its obligations under this Agreement.
(c) The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying the applicable requirements set forth on Annex A, (ii) is acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement only for its own account and not for the account of others, or if the Investor is acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or institutional accredited investor (as the case may be) and the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Annex A). The Investor is not an entity formed for the specific purpose of acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement, unless such newly formed entity is an entity in which all of the investors are institutional accredited investors, and is an “institutional account” as defined by FINRA Rule 4512(c). The Investor is a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities. Accordingly, the Investor understands that the acquisition of any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).
(d) The Investor understands that any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Transferred Sponsor Shares have not been registered under the Securities Act. The Investor understands that the Transferred Sponsor Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act, except pursuant to an applicable exemption from the registration requirements of the Securities Act, and in accordance with any applicable securities laws of the applicable states and other jurisdictions of the United States, and that any certificates or book entry records representing the Transferred Sponsor Shares shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Transferred Sponsor Shares will be subject to these securities law transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily resell the Transferred Sponsor Shares and may be required to bear the financial risk of an investment in the Transferred Sponsor Shares for an indefinite period of time. The Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Transferred Sponsor Shares.
5
(e) In making its decision to invest in the Transferred Sponsor Shares, the Investor has relied solely upon independent investigation made by the Investor and Sponsor’s and SPAC’s representations, warranties and covenants contained herein. The Investor has not relied on any statements or other information provided by anyone other than SPAC concerning SPAC, the Transferred Sponsor Shares or the offer of the Transferred Sponsor Shares. The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Transferred Sponsor Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the Investor’s investment in the Transferred Sponsor Shares. The Investor represents and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and its professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Transferred Sponsor Shares. Without limiting the generality of the foregoing, the Investor acknowledges that it has had an opportunity to review the reports publicly filed with the Securities and Exchange Commission.
(f) Investor became aware of the offering of the Transferred Sponsor Shares solely by means of direct contact between the Investor, Sponsor, SPAC or their representatives or affiliates. The Investor did not become aware of the offering of the Transferred Sponsor Shares, nor were the Transferred Sponsor Shares offered to the Investor, by any other means. The Investor acknowledges that Transferred Sponsor Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under the Securities Act or any state securities laws.
(g) Investor acknowledges that it is aware that there are substantial risks incident to the ownership of the Transferred Sponsor Shares. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Transferred Sponsor Shares, and the Investor has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor is not relying on any statements or representations of Sponsor, SPAC or any of its agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement. The Investor has fully considered the risks of an investment in the Transferred Sponsor Shares and determined that the Transferred Sponsor Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Transferred Sponsor Shares. The Investor acknowledges specifically that a possibility of total loss exists.
(h) The Investor understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Transferred Sponsor Shares or made any findings or determination as to the fairness of this investment.
(i) No broker or finder has acted on behalf of the Investor in such a way as to create any liability on Sponsor or SPAC in connection with this Agreement.
(j) The Investor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in any security of the SPAC (or any security convertible into or exchangeable for a security of the SPAC) or to raise or depress or otherwise manipulate the price of any security of the SPAC (or any security convertible into or exchangeable for a security of the SPAC) or otherwise in violation of the Exchange Act. The Investor has not entered into or altered, and agrees that the Investor will not enter into or alter, any corresponding or hedging transaction or position with respect to any security of the SPAC.
6