ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
th Floor, |
||
(Address of principal executive offices) | (Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one redeemable warrant |
||||
Class A ordinary share at an exercise price of $11.50 per share |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
1 |
||||
1 |
||||
18 |
||||
57 |
||||
57 |
||||
57 |
||||
57 |
||||
58 |
||||
58 |
||||
60 |
||||
60 |
||||
63 |
||||
64 |
||||
83 |
||||
83 |
||||
84 |
||||
84 |
||||
85 |
||||
85 |
||||
94 |
||||
95 |
||||
98 |
||||
100 |
||||
101 |
||||
101 |
||||
102 |
||||
103 |
Item 1. |
Business |
• | Public company-ready: We are seeking out targets with established governance, financial controls and reporting policies in place, ready to operate in the public markets. |
• | Strong value proposition for public investors: We are focusing on companies who have a likelihood of being positively received by public company investors, and who may reasonably be expected to have good access to public capital markets. |
• | Expansion potential: We are seeking out companies that possess significant expansion opportunities, which may be facilitated by their status as a public company and access to public capital. |
• | Differentiated product or service: We are seeking out companies with competitive advantages that can maintain and grow market share against incumbent as well as emerging competitors. |
• | Experienced management team: We are seeking out companies with strong, experienced management teams or that provide a platform to assemble an effective management team with a track record of driving growth and profitability. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding; |
• | any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
• | the issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Item 1A. |
Risk Factors |
• | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. |
• | If we seek shareholder approval of our initial business combination, our Initial Shareholders and management team have agreed to vote, and the Anchor Investors have agreed to vote any Founder Shares held by them, in favor of such initial business combination, regardless of how our public shareholders vote. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we complete our initial business combination within 15 months from the Close Date may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak or any future pandemic, the status of debt and equity markets, conflicts, and other matters impacting market volatility. |
• | We may not be able to complete our initial business combination within the 15 months after the Close Date, in which case we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate. |
• | If we seek shareholder approval of our initial business combination, our Initial Shareholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or Public Warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares. |
• | If a shareholder fails to receive notice of our offer to redeem our Class A ordinary shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Class A ordinary shares or Public Warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire worthless. |
• | If the net proceeds of our Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us to operate for at least the 15 months following the Close Date, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our Sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. |
• | restrictions on the nature of our investments, and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks and wars; and |
• | deterioration of political relations with the United States. |
• | limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | may significantly dilute the equity interest of investors in our Public Offering; |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
• | may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Public Warrants. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. |
Units (VCXAU) |
Class A ordinary shares (VCXA) |
Public Warrants (VCXAW) |
||||||||||||||||||||||
High |
Low |
High |
Low |
High |
Low |
|||||||||||||||||||
Year ended December 31, 2021: |
||||||||||||||||||||||||
Quarter ended December 31, 2021 (1) |
$ | 13.09 | $ | 9.95 | $ | 10.88 | $ | 9.57 | $ | 4.40 | $ | 0.70 | ||||||||||||
Quarter ended September 30, 2021 (1) |
$ | 10.18 | $ | 9.86 | $ | — | $ | — | $ | — | $ | — |
(1) |
Beginning on August 11, 2021 with respect to VCXAU and October 1, 2021 with respect to VCXA and VCXAW. |
Item 6. |
[Reserved] |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Page |
||||
Financial Statements of 10X Capital Venture Acquisition Corp. II: |
||||
65 |
||||
66 |
||||
67 |
||||
68 |
||||
69 |
||||
70 |
Assets |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
|
|
|||
Total current assets |
||||
Investments held in Trust Account |
||||
|
|
|||
Total Assets |
$ |
|||
|
|
|||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
||||
Current liabilities: |
||||
Accounts payable |
$ | |||
Accrued expenses |
||||
|
|
|||
Total current liabilities |
||||
Deferred underwriting commissions |
||||
|
|
|||
Total Liabilities |
||||
Commitments and Contingencies |
||||
Class A ordinary shares subject to possible redemption, $ share redemption value |
||||
Shareholders’ Deficit |
||||
Preference shares, $ |
||||
Class A ordinary shares, $ |
||||
Class B ordinary shares, $ |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total shareholders’ deficit |
( |
) | ||
|
|
|||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
|||
|
|
General and administrative expenses |
$ | |||
Administrative expenses — related party |
||||
Loss from operations |
( |
) | ||
Other income: |
||||
Income from investments held in Trust Account |
||||
Total other income |
||||
Net loss |
$ | ( |
) | |
Weighted average Class A ordinary shares — basic and diluted |
||||
Basic and diluted net loss per share, Class A ordinary shares |
$ | ( |
) | |
Weighted average Class B ordinary shares — basic and diluted |
||||
Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | |
Ordinary Shares |
Additional Paid-in Capital |
Total Shareholders’ Deficit |
||||||||||||||||||||||||||
Class A |
Class B |
Accumulated Deficit |
||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance — February 10, 2021 (inception) |
$ | $ | $ | $ | $ | — | ||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | |||||||||||||||||||||||||
Fair value of Public Warrants included in the Units sold in the Initial Public Offering |
— | — | — | — | — | |||||||||||||||||||||||
Sales of Private Placement Units |
— | — | — | |||||||||||||||||||||||||
Contribution from Sponsor upon sale of Founder Shares to Anchor Investors |
— | — | — | — | — | |||||||||||||||||||||||
Forfeiture of Class B ordinary shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Accretion of Class A ordinary shares subject to possible redemption |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — December 31, 2021 |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares |
||||
General and administrative expenses paid by related party under promissory note |
||||
Income from investments held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities |
||||
Cash deposited in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Advances from related party |
||||
Repayment of promissory note to related party |
( |
) | ||
Proceeds received from initial public offering, gross |
||||
Proceeds received from private placement |
||||
Offering costs paid |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net change in cash |
||||
Cash — beginning of the period |
||||
|
|
|||
Cash — end of the period |
$ |
|||
|
|
|||
Supplemental disclosure of noncash investing and financing activities: |
||||
Offering costs paid by related party in exchange for Founder Shares |
$ | |||
Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Offering costs paid by related party under promissory note |
$ | |||
Value of Class B ordinary shares transferred to Anchor Investors |
$ | |||
Forfeiture of Class B ordinary shares |
$ | |||
Deferred underwriting commissions |
$ |
As of August 13, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Total assets |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
|||||||
Class A ordinary shares subject to redemption at $ |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|||||||
Preferred shares |
— |
— |
— |
|||||||||
|
|
|
|
|
|
|||||||
Class A ordinary shares |
( |
) |
||||||||||
|
|
|
|
|
|
|||||||
Class B ordinary shares |
— |
|||||||||||
|
|
|
|
|
|
|||||||
Additional paid-in capital |
( |
) |
— |
|||||||||
|
|
|
|
|
|
|||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ equity (deficit) |
$ |
$ |
( |
) |
$ |
( |
) | |||||
|
|
|
|
|
|
|||||||
Total Liabilities, Class A ordinary shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) |
$ |
$ |
— |
$ |
||||||||
|
|
|
|
|
|
|||||||
Class A ordinary shares subject to redemption |
||||||||||||
|
|
|
|
|
|
|||||||
Class A ordinary shares |
( |
) |
— |
|||||||||
|
|
|
|
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For The Period From February 10, 2021 (inception) Through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income per ordinary share: |
||||||||
Numerator: |
||||||||
Allocation of net loss |
$ |
( |
) | $ |
( |
) | ||
Denominator: |
||||||||
Basic |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary share issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Class A ordinary share subject to possible redemption |
$ | |||
|
|
• |
in whole and not in part; |
• | at a price of $ |
• | upon a minimum of days’ prior written notice of redemption (the “30-day redemption period”); and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Funds that invest in U.S. Treasury Securities |
$ | $ | $ |
Name |
Age |
Title | ||
Hans Thomas |
44 | Chairman and Chief Executive Officer | ||
David Weisburd |
36 | Chief Operating Officer, Head of Origination and Director | ||
Guhan Kandasamy |
41 | Chief Financial Officer | ||
Oliver Wriedt |
50 | President and Head of Capital Markets | ||
Christopher Jurasek |
56 | Director | ||
Boris Silver |
33 | Director | ||
Woodrow H. Levin |
43 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Public Offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Hans Thomas | REE Automotive Ltd. |
Electric mobility |
Director | |||
10X Capital Venture Acquisition Corp. III | Special purpose acquisition company | Chairman and Chief Executive Officer | ||||
10X Capital | Investment Firm | Founder & Chief Executive Officer | ||||
TheNumber, LLC | Data Science & Analytics | Co-Founder | ||||
Gaingels 10X Capital Fund | Investment Firm | General Partner | ||||
Growth Technology Partners | Investment Firm | Chairman | ||||
David Weisburd | 10X Capital Venture Acquisition Corp. III | Special purpose acquisition company | Chief Operating Officer, Head of Origination and Director | |||
10X Capital | Investment Firm | General Partner and Co-Head of Venture Capital | ||||
Growth Technology Partners | Investment Firm | Founder and General Partner | ||||
Flight VC | Investment Syndicate | Partner | ||||
Gaingels 10X Capital Fund | Investment Firm | General Partner | ||||
Guhan Kandasamy | 10X Capital Venture Acquisition Corp. III | Special purpose acquisition company | Chief Financial Officer | |||
10X Capital | Investment Firm | Chief Credit and Data Officer and Director | ||||
Oliver Wriedt | 10X Capital Venture Acquisition Corp. III | Special purpose acquisition company | President | |||
Christopher Jurasek | 10X Capital Venture Acquisition Corp. III |
Special purpose acquisition company | Director | |||
Eagle View | Technology | Chief Executive Officer | ||||
Boris Silver | 10X Capital Venture Acquisition Corp. III | Special purpose acquisition company | Director | |||
FundersClub Inc. | Online venture capital platform | President | ||||
Woodrow H. Levin | 10X Capital Venture Acquisition Corp. III |
Special purpose acquisition company | Director | |||
DraftKings Inc. | Sports Entertainment and Gaming | Director | ||||
Extend, Inc. | Technology | Founder and Chief Executive Officer |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our |
search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our Sponsor purchased Founder Shares prior to the date of our Public Offering and purchased Private Placement Units in a transaction that closed simultaneously with the closing of our Public Offering. Our Sponsor has entered into an agreement with us, pursuant to which the Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our Sponsor with respect to any public shares acquired by them in or after our Public Offering. Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated memorandum and articles of association. If we do not complete our initial business combination within the prescribed time frame, the Private Placement Units will expire worthless. Furthermore, our Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until consummation of our initial business combination, other than the Founder Shares it has agreed to transfer to the Anchor Investors in connection with such Anchor Investors commitment to purchase a certain percentage of our Units in the Public Offering. Subject to certain limited exceptions, the Private Placement Units, private placement shares and Private Placement Warrants underlying the Private Placement Units, and the Class A ordinary shares underlying the Private Placement Warrants, will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and directors may own ordinary shares or Warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned ( 2) |
Percentage of Outstanding Ordinary Shares (3) |
||||||
Greater than 5% Holders |
||||||||
10X Capital SPAC Sponsor II LLC (our Sponsor) (4) |
5,787,328 | 21.2 | % | |||||
Polar Multi-Strategy Master Fund (5) |
1,979,289 | 9.58 | % | |||||
Castle Creek Arbitrage, LLC (6) |
1,949,445 | 9.44 | % | |||||
Sculptor Capital LP (7) |
1,730,000 | 8.38 | % | |||||
Highbridge Capital Management, LLC (8) |
1,447,300 | 7.01 | % | |||||
Executive Officers and Directors |
||||||||
Hans Thomas (4) |
5,787,328 | 21.2 | % | |||||
David Weisburd (4) |
5,787,328 | 21.2 | % | |||||
Guhan Kandasamy |
— | — | ||||||
Oliver Wriedt |
— | — | ||||||
Christopher Jurasek |
— | — | ||||||
Boris Silver |
— | — | ||||||
Woodrow H. Levin |
— | — | ||||||
All directors and executive officers as a group (7 individuals) (4) |
5,787,328 | 21.2 | % |
* | Less than 1%. |
(1) | Unless otherwise noted, the business address of each of the entities, directors and executives in this table is 1 World Trade Center, 85 th Floor, New York, New York 10007. |
(2) | Interests shown consist of Class A ordinary shares and Founder Shares, classified as Class B ordinary shares. Such Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | Percentage ownership is based on 20,655,000 Class A ordinary shares and 6,666,667 Class B ordinary shares outstanding as of March 15, 2022. |
(4) | Represents the interest directly held by 10X Capital SPAC Sponsor II LLC (the “Sponsor”). The Sponsor is controlled by its manager, 10X Capital Advisors, LLC (the “Manager”). The Manager has the sole voting and dispositive power of the securities held by the Sponsor. Hans Thomas and David Weisburd are the managing members of the Manager and accordingly may be deemed to have beneficial ownership of securities reported herein. Each of Mr. Thomas and Mr. Weisburd disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(5) | Based on a Schedule 13G filed with the SEC on February 7, 2022 by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada. Represents the interest directly held by Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”). The number of ordinary shares beneficially owned by PMSMF includes Class B ordinary shares, which are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-to-one |
(6) | Based on a Schedule 13G jointly filed with the SEC on February 11, 2022 by Castle Creek Arbitrage, LLC (“Castle Creek”), a Delaware limited liability company, Mr. Allan Weine (“Mr. Weine”), as the principal beneficial owner of Castle Creek, CC ARB West, LLC (“CC ARB West”), a Delaware limited liability company, CC Arbitrage, Ltd. (“ CC Arbitrage”), a Cayman Islands company, and Castle Creek SPAC Fund, LLC (“Castle Creek SPAC Fund”), a Delaware limited liability company. Represents (a) 743,712 Class A ordinary shares directly held by CC ARB West, (b) 285,594 Class A ordinary shares directly held by CC Arbitrage and (c) 920,139 Class A ordinary shares directly held by Castle Creek SPAC Fund. The number of ordinary shares beneficially owned includes Class B ordinary shares, which are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-to-one |
(7) | Based on an amended Schedule 13G filed with the SEC on February 14, 2022 by Sculptor Capital LP (“Sculptor”), a Delaware limited partnership. Represents (a) 882,300 Class A ordinary shares directly held by Sculptor Master Fund, Ltd. (“SCMF”), a Cayman Islands company, (b) 259,500 Class A ordinary shares directly held by Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”), a Cayman Islands company, (c) 519,000 Class A ordinary shares directly held by Sculptor SC II LP (“NJGC”), a Delaware limited partnership and (d) 69,200 Class A ordinary shares directly held by Sculptor Enhanced Master Fund, Ltd. (“SCEN”), a Cayman Islands company. The number of ordinary shares beneficially owned includes Class B ordinary shares, which are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-to-one |
discretionary accounts (collectively, the “Accounts”). Sculptor Capital II LP (“Sculptor-II”), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The Accounts hold the Class A ordinary shares directly held by SCMF, SCCO, NJGC and SCEN. Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the general partner of Sculptor. Sculptor Capital Holding II LLC (“SCHC-II”), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II. Sculptor Capital Management, Inc. (“SCU”), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II. Sculptor is the investment adviser to SCMF. Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands exempted limited partnership that is wholly owned by SCMF. Sculptor is the investment adviser to SCCO. Sculptor-II is the investment adviser to NJGC. Sculptor is the investment adviser to SCEN. Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the 1,730,000 Class A ordinary shares held in the Accounts. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of 1,730,000 Class A ordinary shares held in the Accounts managed by Sculptor and Sculptor II. SCU is the sole shareholder of SCHC, and as such, may be deemed a beneficial owner of 1,730,000 Class A ordinary shares. The business address of each of Sculptor, Sculptor-II, SCHC, SCHC-II, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019. The business address of each of SCMF, SCEN, and SCCO is c/o State Street (Cayman) Trust, Limited, 1 Nexus Way—Suite #5203, PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman. The business address of NRMD is c/o MaplesFS Limited, P.O. Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands. The business address of NJGC is c/o The Corporation Trust Company 1209 Orange Street, Wilmington DE 19801. |
(8) | Based on an amended Schedule 13G filed with the SEC on February 9, 2022 by Highbridge Capital Management, LLC (“Highbridge”), a Delaware limited liability company. Represents 1,447,300 Class A ordinary shares held directly by certain funds and accounts for which Highbridge is the investment advisor. The business address of Highbridge is 277 Park Avenue, 23rd Floor, New York, New York 10172. |
For the Period from February 10, 2021 (Inception) to December 31, 2021 |
||||
Audit Fees (1) |
$ | 123,600 | ||
Audit-Related Fees (2) |
— | |||
Tax Fees (3) |
3,863 | |||
All Other Fees (4) |
— | |||
Total |
$ | 127,463 |
(1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
(2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation concerning financial accounting and reporting standards. |
(3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
(4) | All Other Fees. All other fees consist of fees billed for all other services including permitted due diligence services related to a potential business combination. |
* | Filed herewith. |
** | Furnished herewith. |
10X Capital Venture Acquisition Corp. II | ||||
Date: March 30, 2022 | By: | /s/ Hans Thomas | ||
Name: | Hans Thomas | |||
Title: | Chief Executive Officer and Chairman |
Name |
Title |
Date | ||
/s/ Hans Thomas |
Chief Executive Officer and Chairman (Principal Executive Officer) |
March 30, 2022 | ||
Hans Thomas |
||||
/s/ David Weisburd |
Chief Operating Officer, Head of Origination and Director |
March 30, 2022 | ||
David Weisburd |
||||
/s/ Guhan Kandasamy |
Chief Financial Officer |
March 30, 2022 | ||
Guhan Kandasamy |
(Principal Financial and Accounting Officer) |
|||
/s/ Christopher Jurasek |
Director |
March 30, 2022 | ||
Christopher Jurasek |
||||
/s/ Boris Silver |
Director |
March 30, 2022 | ||
Boris Silver |
||||
/s/ Woodrow H. Levin |
Director |
March 30, 2022 | ||
Woodrow H. Levin |