SEC Form 425 filed by 10X Capital Venture Acquisition Corp. III

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): May 9, 2024

10X CAPITAL VENTURE ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 8.01. Other Events.

As previously disclosed, on October 12, 2023, 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X III”) held an extraordinary general meeting of shareholders, at which 10X III’s shareholders approved, by special resolution, the proposal to amend 10X III’s Second Amended and Restated Memorandum and Articles of Association to extend the date by which 10X III must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, included as part of the units sold in its initial public offering, from October 14, 2023 to January 14, 2024 (the “Extended Date”) and to allow the board of directors of 10X III (the “Board”), without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date for up to six additional months, by one or more months each time, upon two days’ advance notice prior to the applicable deadline, up to July 14, 2024, unless the closing of an initial business combination should have occurred prior thereto. On January 9, 2024, the Board approved the extension of the date by which 10X III is required to complete an initial business combination from January 14, 2024 until March 14, 2024. On March 11, 2024, the Board approved the extension of the date by which 10X III is required to complete an initial business combination from March 14, 2024 until May 14, 2024.

On May 9, 2024, the Board approved the extension of the date by which 10X III is required to complete an initial business combination from May 14, 2024 until July 14, 2024 (the “Third Optional Extension”). This Current Report on Form 8-K constitutes notice to shareholders of the Board’s approval of the Third Optional Extension.

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: May 10, 2024

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