Item 1.01. Entered into a significant final agreement.
exempt company (“10X II”), has entered into a merger agreement and plan (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between 10X II , 10X
company and wholly owned subsidiary of 10X II (“Merger Sub”), and
Along with the execution of the merger agreement, some anchor investors in the IPO of 10X II (the “initial 10X
In accordance with the non-repurchase agreements, these 10X
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 herein, and the terms of which are incorporated by reference.
Item 7.01. Entered into a significant final agreement.
10X II hereby confirms that proceeds held in 10X II’s trust account are invested in
Additional information and where to find it
10X II intends to file with the
10007. Information contained on or accessible through 10X II’s corporate website or any other website it may maintain does not form part of this current report on Form 8-K.
Participants in the solicitation
10X II, African Agriculture and their respective directors, officers, other officers and employees, under
Certain statements contained in this current report on Form 8-K may be deemed to be forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance of 10X II or African Agriculture. For example, statements about the expected timing of completion of the Business Combination, the benefits of the Business Combination, the competitive environment and expected future performance (including future revenues, pro forma enterprise value and cash balance) and African Agriculture market opportunities are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negative terms of these terms or variations thereof or similar terminology. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements.
These forward-looking statements are based on estimates and assumptions which, while considered reasonable by 10X II and its management, and African Agriculture and its management, as applicable, are inherently uncertain. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement merger; (2) the outcome of any legal proceedings that may be brought against 10X II, African Agriculture, the combined company or others as a result of the announcement of the Business Combination; (3) the inability to complete the Business Combination due to the inability to obtain 10X II shareholder approval or satisfy other conditions at Closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition of obtaining regulatory approval of the Business Combination; (5) the ability to comply with stock exchange listing standards on or after the completion of the Business Combination; (6) the risk that the Business Combination will disrupt African Agriculture’s current plans and operations following the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined business to grow and manage growth profitably, to maintain relationships with customers and suppliers and to retain its management and key employees; (8) costs relating to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that African Agriculture or the combined company may be adversely affected by other economic, business and/or competitive factors; and (11) other risks and uncertainties described in 10X II’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
Nothing in this Current Report on Form 8-K should be construed as a statement by anyone that the forward-looking statements set forth herein will be realized or that any of the results contemplated by 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. Neither 10X II nor African Agriculture undertakes to update these forward-looking statements.
No offer or solicitation
This current report concerns a proposed business combination between 10X II and African Agriculture. This document is provided for informational purposes only and does not constitute an offer to buy, or a solicitation of an offer to sell, subscribe or purchase, securities or the solicitation of a vote in any jurisdiction in accordance with the ‘Company
Combination or otherwise, there will also be no sale, issue or transfer of securities into any jurisdiction in violation of applicable law. No offer of securities may be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act.
Section 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Description 10.1 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on
November 3, 2022). 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith. 4
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