10X Capital Venture Acquisition Corp. II filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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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 |
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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 |
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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) |
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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 | |
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