10X Capital Venture Acquisition Corp. III filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On June 21, 2024, 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X III”), 10X AGT Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of 10X III (“Merger Sub”), and American Gene Technologies International Inc., a Delaware corporation (“AGT”) (each, a “Party” and collectively, the “Parties”) entered into a Mutual Termination of Merger Agreement (the “Termination Agreement”), pursuant to which (i) the Parties mutually agreed to terminate the Agreement and Plan of Merger, by and among the Parties, dated as of August 9, 2023 (the “Merger Agreement”) and (ii) the Parties agreed to a mutual release of all claims related to the Merger Agreement and the transactions contemplated thereby.
By virtue of the termination of the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) will terminate in accordance with their terms. 10X III currently has until July 14, 2024 to consummate its initial business combination.
The Termination Agreement contains mutual releases by all Parties, for all claims known and unknown, relating and arising out of, among other things, the Merger Agreement and the transactions contemplated thereby. The Termination Agreement acknowledges that the Parties admit no liability or wrongdoing whatsoever. The Termination Agreement also contains a covenant not to sue and other customary terms.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Termination Agreement, a copy of which is filed herewith and incorporated by reference herein and made a part hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Mutual Termination of Merger Agreement, dated June 21, 2024, between 10X III, Merger Sub and AGT. | |
| 104 | 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.
Dated: June 21, 2024
| 10X CAPITAL VENTURE ACQUISITION CORP. III | ||
| By: | /s/ David Weisburd | |
| Name: | David Weisburd | |
| Title: | Chief Executive Officer | |
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