8-K 1 d216263d8k.htm 8-K 8-K

 

 

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): August 10, 2021

 

 

10X CAPITAL VENTURE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-40722   98-1594494
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

1 World Trade Center, 85th Floor

New York, NY 10007

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 257-0069

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant   VCXAU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 par value   VCXA   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   VCXAW   The Nasdaq Stock Market LLC

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 1.01. Entry into a Material Definitive Agreement.

On August 13, 2021, 10X Capital Venture Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-253867) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 4, 2021, as amended (the “Registration Statement”):

 

  •  

An Underwriting Agreement, dated August 10, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

  •  

A Warrant Agreement, dated August 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

 

  •  

A Letter Agreement, dated August 10, 2021 (the “Letter Agreement”), by and among the Company, its executive officers, its directors and the Company’s sponsor, 10X Capital SPAC Sponsor II LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

  •  

An Investment Management Trust Agreement, dated August 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

  •  

A Registration Rights Agreement, dated August 10, 2021, by and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

 

  •  

A Private Placement Units Purchase Agreement, dated August 10, 2021, by and between the Company and the Sponsor (the “Sponsor Private Placement Units Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

  •  

A Private Placement Units Purchase Agreement, dated August 10, 2021, by and between the Company and Cantor Fitzgerald & Co. (the “Cantor Private Placement Units Purchase Agreement” and together with the Sponsor Private Placement Units Purchase Agreement, the “Private Placement Units Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

 

  •  

An Administrative Services Agreement, dated August 10, 2021, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On August 10, 2021, simultaneously with the consummation of the IPO, the Company consummated the private placement of an aggregate of 655,000 units (the “Private Placement Units”) to the Sponsor and Cantor Fitzgerald & Co. at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $6,550,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. In the Private Placement, the Sponsor purchased 455,000 Private Placement Units and Cantor Fitzgerald & Co. purchased 200,000 Private Placement Units. The Private Placement Units are identical to the Units, except that except that the Private Placement Units (including the underlying securities) are subject to certain transfer restrictions and the holders thereof are entitled to certain registration rights, and, if held by the original holder or their permitted assigns, the underlying warrants (i) may be exercised on a cashless basis, (ii) are not subject to redemption and (iii) with respect to such warrants held by Cantor

Fitzgerald & Co., will not be exercisable more than five years from the commencement of sales in the IPO. If the Private Placement Units are held by holders other than the initial purchasers or their permitted transferees, then the warrants included in the Private Placement Units will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the IPO.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2021, in connection with the IPO, Christopher Jurasek, Boris Silver and Woodrow H. Levin were appointed to the board of directors of the Company (the “Board”). Messrs. Jurasek, Silver and Levin are independent directors. Effective August 10, 2021, Messrs. Jurasek, Silver and Levin were appointed to the Board’s Audit Committee and the Board’s Compensation Committee, with Mr. Jurasek serving as chair of the Audit Committee and Mr. Levin serving as chair of the Compensation Committee.

Following the appointment of Messrs. Jurasek, Silver and Levin, the Board is comprised of the following three classes: the term of office of the first class of directors, Class I, consists of Mr. Jurasek and will expire at the Company’s first annual meeting of shareholders; the term of office of the second class of directors, Class II, consists of Messers. Silver and Levin and will expire at the Company’s second annual meeting of shareholders; and the term of office of the third class of directors, Class III, consists of Hans Thomas and David Weisburd and will expire at the Company’s third annual meeting of shareholders.

On August 10, 2021, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the forms previously filed as Exhibits10.1 and 10.6, respectively, to the Registration Statement.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration Statement, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On August 10, 2021, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $200,000,000, comprised of $196,000,000 of the proceeds from the IPO (which amount includes $7,000,000 of the underwriters’ deferred discount) and $4,000,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s Amended Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if it does not complete its initial business combination within 15 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 15 months from the closing of the IPO, subject to applicable law.

On August 10, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On August 13, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

 

Exhibit No.

   

Description

1.1    Underwriting Agreement, dated August 10, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters.
3.1    Amended and Restated Memorandum and Articles of Association.
4.1    Warrant Agreement, dated August 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1    Letter Agreement, dated August 10, 2021, by and among the Company, its executive officers, its directors and 10X Capital SPAC Sponsor II LLC.
10.2    Investment Management Trust Agreement, dated August 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3    Registration Rights Agreement, dated August 10, 2021, by and among the Company, 10X Capital SPAC Sponsor II LLC and the Holders signatory thereto.
10.4    Private Placement Units Purchase Agreement, dated August 10, 2021, by and between the Company and 10X Capital SPAC Sponsor II LLC.
10.5    Private Placement Units Purchase Agreement, dated August 10, 2021, by and between the Company and Cantor Fitzgerald & Co.
10.6    Administrative Services Agreement, dated August 10, 2021, by and between the Company and 10X Capital SPAC Sponsor II LLC.
99.1    Press Release, dated August 10, 2021.
99.2    Press Release, dated August 13, 2021.

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
By:  

/s/ Hans Thomas

  Name: Hans Thomas
  Title:   Chief Executive Officer and Chairman

Dated: August 13, 2021