Item 1.01. Entry into A Material Definitive Agreement
As previously announced, on
As previously announced, on
On
Pursuant to the Non-Redemption Agreements, the 10X
Pursuant to the terms of the Non-Redemption Agreements, 10X II and the Sponsor may enter into additional non-redemption agreements from time to time with other parties, subject to the terms set forth in the Non-Redemption Agreements.
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.
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Additional Information and Where to Find It
In connection with the Business Combination, 10X II filed a Registration
Statement on Form S-4 (File No. 333-269342) (as may be amended or supplemented
from time to time, the "Registration Statement") with the
Participants in the Solicitation
10X II, the Sponsor and their respective directors, executive officers, other
members of management and employees, under
10X II, African Agriculture and their respective directors, executive officers,
other members of management and employees, under
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (this "Current Report") includes, and oral statements made from time to time by representatives of 10X II may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. 10X II bases these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about 10X II that may cause 10X II's actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such 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 include, but are not limited to, the Business Combination and related matters, including the shareholders meeting to be held to approve the Business Combination and actions to be taken in connection with the Business Combination, actions to be taken in connection with the EGM, as well as other statements other than statements of historical fact included in the Definitive Proxy Statement.
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These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by 10X II and its management, and African
Agriculture and its management, as the case may be, are inherently uncertain.
Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Merger Agreement; (2) the outcome of any legal proceedings that may be
instituted against 10X II, African Agriculture, the combined company following
the consummation of the Business Combination or others following the
announcement of the Business Combination; (3) the inability to complete the
Business Combination due to the failure to obtain approval of the shareholders
of 10X II or the stockholders of African Agriculture or to satisfy other closing
conditions; (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 to obtaining regulatory approval of the Business
Combination; (5) the ability to meet stock exchange listing standards at or
following the consummation of the Business Combination; (6) the risk that the
Business Combination disrupts current plans and operations of African
Agriculture as a result of 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 company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; (8) costs related 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; (11) shareholder approval of the proposals at the
EGM; (12) 10X II's inability to complete an initial business combination within
the required time period; and (13) other risks and uncertainties described in
10X II's Annual Report on Form 10-K for the fiscal year ended
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. All such forward-looking statements speak only as of the date of this Current Report. Neither 10X II nor African Agriculture gives any assurance that 10X II or African Agriculture will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements. 10X II and African Agriculture expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in 10X II's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to 10X II or persons acting on 10X II's behalf are qualified in their entirety by this "Cautionary Note Regarding 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 the Business Combination. This Current Report shall also not constitute an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer 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 (incorporated by reference to Exhibit 10.1 to 10X II's Current Report on Form 8-K (File No. 001-40722), filed with theSEC onMay 3, 2023 ) . 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith. 3
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