UNITED STATES
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File
10X CAPITAL VENTURE ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
Cayman Islands | 98-1594494 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1 World Trade Center, 85
(Address of Principal Executive Offices, including zip code)
(212) 257-0069
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | VCXAU | The Nasdaq Stock Market LLC | ||
Class A ordinary shares, par value $0.0001 per share | VCXA | The Nasdaq Stock Market LLC | ||
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | VCXAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | Smaller reporting company | ☒ | ||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
As of September 23, 2021May 19, 2023, there were
10X CAPITAL VENTURE ACQUISITION CORP. II
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEET
Assets: | ||||
Due from related party | $ | 1,650 | ||
Deferred offering costs | 153,826 | |||
Total Assets | $ | 155,476 | ||
Liabilities and Shareholder’s Equity: | ||||
Accrued offering costs | $ | 60,750 | ||
Promissory note - related party | 81,457 | |||
Total current liabilities | 142,207 | |||
Commitments and Contingencies (Note 6) | 0 | |||
Shareholder’s Equity | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; NaN issued and outstanding | 0 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding (1) | 767 | |||
Additional paid-in capital | 24,233 | |||
Accumulated deficit | (11,731 | ) | ||
Total shareholder’s equity | 13,269 | |||
Total Liabilities and Shareholder’s Equity | $ | 155,476 | ||
| March 31, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | 42,569 | $ | 36,675 | ||||
| Prepaid expenses | 79,076 | 137,073 | ||||||
| Total current assets | 121,645 | 173,748 | ||||||
| Investments held in Trust Account | 47,766,049 | 47,264,548 | ||||||
| Total Assets | $ | 47,887,694 | $ | 47,438,296 | ||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 2,884,214 | $ | 2,969,033 | ||||
| Accrued expenses | 7,457,482 | 6,768,920 | ||||||
| Promissory note – related party | 1,162,002 | 600,000 | ||||||
| Total current liabilities | 11,503,698 | 10,337,953 | ||||||
| Derivative liabilities | 521,886 | 331,777 | ||||||
| Deferred underwriting fee payable | 7,000,000 | 7,000,000 | ||||||
| Total Liabilities | 19,025,584 | 17,669,730 | ||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 4,642,030 shares issued and outstanding at redemption value of approximately $10.27 and $10.16 per share as of March 31, 2023 and December 31, 2022, respectively | 47,666,049 | 47,164,548 | ||||||
| Shareholders’ Deficit: | ||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2023 and December 31, 2022 | — | — | ||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 655,000 shares issued and outstanding (excluding 4,642,030 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022 | 66 | 66 | ||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,666,667 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 667 | 667 | ||||||
| Additional paid-in capital | — | — | ||||||
| Accumulated deficit | (18,804,672 | ) | (17,396,715 | ) | ||||
| Total shareholders’ deficit | (18,803,939 | ) | (17,395,982 | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 47,887,694 | $ | 47,438,296 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10X CAPITAL VENTURE ACQUISITION CORP. II
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30, 2021 | For the period from February 10, 2021 (Inception) to June 30, 2021 | |||||||
Formation and operating costs | $ | 34 | $ | 11,731 | ||||
Net loss | $ | (34 | ) | $ | (11,731 | ) | ||
Basic and diluted weighted average shares outstanding (1) | 6,666,667 | 6,666,667 | ||||||
Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
(UNAUDITED)
| For the Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| General and administrative expenses | $ | 1,157,848 | $ | 1,866,182 | ||||
| Administrative expenses - related party | 60,000 | 60,000 | ||||||
| Loss from operations | (1,217,848 | ) | (1,926,182 | ) | ||||
| Change in fair value of derivative liabilities | (190,109 | ) | — | |||||
| Income from investments held in Trust Account | 501,501 | 20,141 | ||||||
| Net loss | $ | (906,456 | ) | $ | (1,906,041 | ) | ||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares | 5,297,030 | 20,655,000 | ||||||
| Basic and diluted net loss per share, Class A ordinary shares | $ | (0.08 | ) | $ | (0.07 | ) | ||
| Basic and diluted weighted average shares outstanding, Class B ordinary shares | 6,666,667 | 6,666,667 | ||||||
| Basic and diluted net loss per share, Class B ordinary shares | $ | (0.08 | ) | $ | (0.07 | ) | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10X CAPITAL VENTURE ACQUISITION CORP. II
CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITYSHAREHOLDERS’ DEFICIT
FOR THE PERIOD FROM FEBRUARY 10, 2021 (INCEPTION) THROUGH JUNE 30, 2021
Class B | ||||||||||||||||||||
Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Shareholder’s Equity | |||||||||||||||||
Shares (1) | Amount | |||||||||||||||||||
Balance as of February 10, 2021 (Inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Class B ordinary shares issued to Sponsor | 7,666,667 | 767 | 24,233 | 0 | 25,000 | |||||||||||||||
Net loss | — | — | 0 | (11,697 | ) | (11,697 | ) | |||||||||||||
Balance as of March 31, 2021 | 7,666,667 | $ | 767 | $ | 24,233 | $ | (11,697) | $ | 13,303 | |||||||||||
Net loss | — | — | 0 | (34 | ) | (34 | ) | |||||||||||||
Balance as of June 30, 2021 | 7,666,667 | $ | 767 | $ | 24,233 | $ | (11,731) | $ | 13,269 | |||||||||||
| Class A | Class B | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2022 | 655,000 | $ | 66 | 6,666,667 | $ | 667 | $ | — | $ | (17,396,715 | ) | $ | (17,395,982 | ) | ||||||||||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | — | — | — | (501,501 | ) | (501,501 | ) | |||||||||||||||||||
| Net loss | — | — | — | — | — | (906,456 | ) | (906,456 | ) | |||||||||||||||||||
| Balance - March 31, 2023 (unaudited) | 655,000 | $ | 66 | 6,666,667 | $ | 667 | $ | — | $ | (18,804,672 | ) | $ | (18,803,939 | ) | ||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2022
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2021 | 655,000 | $ | 66 | 6,666,667 | $ | 667 | $ | — | $ | (6,646,356 | ) | $ | (6,645,623 | ) | ||||||||||||||
| Net loss | — | — | — | — | — | (1,906,041 | ) | (1,906,041 | ) | |||||||||||||||||||
| Balance - March 31, 2022 (unaudited) | 655,000 | $ | 66 | 6,666,667 | $ | 667 | $ | — | $ | (8,552,397 | ) | $ | (8,551,664 | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10X CAPITAL VENTURE ACQUISITION CORP. II
CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities: | ||||
Net loss | $ | (11,731) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 11,697 | |||
Operating costs paid by Sponsor loan | 34 | |||
Net cash used in operating activities | 0 | |||
Net change in cash | 0 | |||
Cash, beginning of the period | 0 | |||
Cash, end of the period | $ | 0 | ||
Supplemental disclosure of cash flow information: | ||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 13,303 | ||
Deferred offering costs included in accrued offerings costs | $ | 60,750 | ||
Deferred offering costs paid by Sponsor loan | $ | 79,773 | ||
(UNAUDITED)
| For the Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (906,456 | ) | $ | (1,906,041 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Income from investments held in Trust Account | (501,501 | ) | (20,141 | ) | ||||
| Change in fair value of derivative liabilities | 190,109 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 57,997 | 24,606 | ||||||
| Accounts payable | (84,819 | ) | 125,316 | |||||
| Accrued expenses | 688,562 | 1,412,552 | ||||||
| Net cash used in operating activities | (556,108 | ) | (363,708 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from promissory note - related party | 562,002 | — | ||||||
| Net cash provided by financing activities | 562,002 | — | ||||||
| Net Change in Cash | 5,894 | (363,708 | ) | |||||
| Cash - Beginning of period | 36,675 | 1,358,622 | ||||||
| Cash - End of period | $ | 42,569 | $ | 994,914 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
10X Capital Venture Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the initial Business Combination with the Company.
As of June 30, 2021,March 31, 2023, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through June 30, 2021March 31, 2023 relates to the Company’s formation and the initial public offering (the “IPO”)Initial Public Offering (as defined below)., and, since the closing of the Initial Public Offering, the search for and efforts toward completing an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
The Company’s Sponsor is 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”).
Simultaneously with the consummation of the IPO,Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 655,000 unitsUnits (the “Private Units”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), at a price of $10.00 per unit inPrivate Unit, generating gross proceeds of approximately $6.6 million. Each Private Unit is comprised of one Class A ordinary share (a “private placement share”) and one-third of one redeemable warrant (each whole warrant, a “private placement warrant”), with each whole warrant entitling the holder to purchase one private placement.
Following the closing of the IPOInitial Public Offering on August 13, 2021, $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPOInitial Public Offering and the sale of the Private Units and $12,515 overfunded by Sponsor, which was returned to the Sponsor on August 17, 2021, was placed in a Trust Account (“Trust Account”) and will beis being invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public sharesPublic Shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their public shares
The Class A ordinary shares subject to possible redemption will beis recorded at a redemption value and classified as temporary equity, upon the completion of the IPO, in accordance with Financial Accounting Standards Board’sBoard (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
The Company will have only 15 months fromhas until August 13, 2023, with the closingoption to extend up to six times, by an additional month each time, upon approval by the Company’s board of the IPOdirectors, up until February 13, 2024 (the “Combination Period”) (see discussion below), to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will:will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
The initial shareholders, Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founderFounder Shares, the private placement shares underlying the Private Units, and public sharesPublic Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder sharesFounder Shares and public sharesPublic Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amendedAmended and restated memorandumRestated Memorandum and articlesArticles of association,Association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder sharesFounder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate the initial Business Combination as a result of an amendment to the Company’s amendedAmended and restated memorandumRestated Memorandum and articlesArticles of associationAssociation (although they will be entitled to liquidating distributions from the Trust Account with respect to any public sharesPublic Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).
The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public sharePublic Share and (ii) the actual amount per public sharePublic Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public sharePublic Share due to reductions in the value of the trust assets in the Trust Account, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwritersunderwriter of the IPOInitial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
Proposed Business Combination
On November 2, 2022, the Company entered into an Agreement and Capital Resources
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Concurrently with the execution of the Merger Agreement and on November 4, 2022, certain anchor investors in the Initial Public Offering (the “Initial 10X II Anchor Investors”) entered into non-redemption agreements (the “Initial Non-Redemption Agreements”) with the Company and the Sponsor.
On November 8, 2022, an additional investor of the Company (together with the Initial 10X II Anchor Investors, the “10X II Investors”) entered into a non-redemption agreement (together with the Initial Non-Redemption Agreements, the “Non-Redemption Agreements”) with the Company and the Sponsor.
Pursuant to the Non-Redemption Agreements, such 10X II Investors agreed for the benefit of the Company to (i) vote certain of the Company’s Public Shares now owned or acquired (the “Subject 10X II Equity Securities”), representing 3,705,743 Public Shares in the aggregate, in favor of the proposal to amend the Company’s organizational documents to extend the time the Company is permitted to close a Business Combination and (ii) not redeem the Subject 10X II Equity Securities in connection with such amendment to the organizational documents. In connection with these commitments from the 10X II Investors, the Sponsor has agreed to transfer to each 10X II Investor an amount of its Class B ordinary shares on or promptly after the consummation of the Business Combination.
Standby Equity Purchase Agreement
Concurrently with the execution of the Merger Agreement, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with Yorkville Advisors Global, LP (“Yorkville”), pursuant to which, subject to the consummation of the Business Combination, African Agriculture Holdings Inc., a Delaware corporation (“New African Agriculture”) has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $100 million of New African Agriculture Common Stock at the time of New African Agriculture’s choosing during the term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes. Each advance under the SEPA (an “Advance”) may be for an aggregate amount of New African Agriculture Common Stock purchased at 96% of the Market Price during a one-day pricing period or 97% of the Market Price during a three-day pricing period elected by New African Agriculture. The “Market Price” is defined in the SEPA as the VWAP (as defined below) during the trading day, in the case of a one day pricing period, or the lowest daily VWAP of the three consecutive trading days, in the case of a three day pricing period, commencing on the trading day on which New African Agriculture submits an Advance notice to Yorkville. “VWAP” means, for any trading day, the daily volume weighted average price of New African Agriculture Common Stock for such date on Nasdaq as reported by Bloomberg L.P. during regular trading hours or such other period in the case of a one-day trading period. The SEPA will continue for a term of three years commencing from the sixth trading day following the closing of the Business Combination (the “SEPA Effective Date”).
Pursuant to the SEPA, New African Agriculture will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date. New African Agriculture can elect to pay the commitment fee by issuing New African Agriculture Common Stock to Yorkville in an amount equal to the commitment fee divided by the average daily VWAP for the five consecutive trading days prior to the SEPA Effective Date.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Forward Purchase Agreement
Simultaneously with the execution of the Merger Agreement, the Company and African Agriculture entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with Vellar Opportunity Fund SPV LLC - Series 8 (“Seller”), a client of Cohen & Company Financial Management, LLC (“Cohen”). Pursuant to the Forward Purchase Agreement, Seller intends, but is not obligated, to purchase through a broker in the open market (a) the Public Shares, after the date of the Company’s redemption deadline in connection with a vote to approve the Business Combination from holders of Public Shares, including those who have elected to redeem Shares (such purchased Public Shares, the “Recycled Shares”) pursuant to the redemption rights set forth in the Amended and Restated Memorandum and Articles of Association in connection with the Business Combination and (b) additional Public Shares in an issuance from the Company (such additional Public Shares, the “Additional Shares” and, together with the Recycled Shares, the “Subject Shares”). The aggregate total Subject Shares will be 4,000,000, subject to automatic reduction to equal the amount of the Company’s Public Shares outstanding as of the redemption deadline and subject to increase to up to 10,000,000 upon mutual agreement of the Company and Seller (the “Maximum Number of Shares”). Seller has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination.
First Extension
On November 9, 2022, the Company’s shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association, to extend the date by which the Company must (1) consummate a Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem all of the Public Shares included as part of the Units sold in the Initial Public Offering, from November 13, 2022 to May 13, 2023 (the “First Extension,” and such proposal, the “First Extension Proposal”). In connection with the Company’s solicitation of proxies in connection with the First Extension Proposal, the Company was required to permit the public shareholders to redeem their Public Shares. Of the Public Shares outstanding with redemption rights, a total of 212 of the Company’s shareholders elected to redeem an aggregate total of 15,357,970 Public Shares at a per share redemption price of $10.09. As a result of June 30, 2021,such redemptions, approximately $154.9 million was removed from the Trust Account to pay such holders, and approximately $47.8 million remained in the Trust Account as of March 31, 2023. Following the redemptions and as of March 31, 2023, the Company had 04,642,030 Public Shares, including the Public Shares underlying the Units outstanding, with redemption rights outstanding.
Second Extension
On May 2, 2023 and May 5, 2023, certain investors of the Company (the “Second Extension 10X II Investors”) entered into non-redemption agreements (the “Second Extension Non-Redemption Agreements”) with the Company and the Sponsor. Pursuant to the Second Extension Non-Redemption Agreements, the Second Extension 10X II Investors agreed for the benefit of the Company to (i) vote certain Public Shares owned or acquired (the “Second Extension Subject 10X II Equity Securities”) in favor of the Second Extension Proposal (as defined below) and (ii) not redeem the Second Extension Subject 10X II Equity Securities in connection with the Second Extension Proposal. IN exchange for these commitments from the Second Extension 10X II Investors, the Sponsor agreed to transfer to the Second Extension 10X II Investors (a) an aggregate of 189,011 Founder Shares in connection with the Second Extended Date (as defined below) and (b) to the extent the Company’s board of directors agrees to further extend the date to consummate a Business Combination to the Additional Extension Date (as defined below), an aggregate amount of up to 567,032 Founder Shares, which includes the Founder Shares referred to in clause (a), on or promptly after the consummation of the Business Combination.
On May 10, 2023, in connection with the extraordinary general meeting of shareholders, shareholders agreed to, among other things, amend the Company’s second amended and restated memorandum and articles of association to further extend the date by which the Company has to consummate a Business Combination (the “Second Extension Proposal”) from May 13, 2023 to August 13, 2023 (the “Second Extended Date”) and to allow the board of directors of the Company, without shareholder approval, to elect to further extend the date to consummate a Business Combination after the Second Extended Date up to six times, by an additional month each time, up to February 13, 2024 (the “Additional Extension Date”).
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Liquidity and Going Concern
As of March 31, 2023, the Company had approximately $42,569 in cash and $153,826 in deferred offering costs.
The Company’s liquidity needs prior to the Company consummated itsconsummation of the Initial Public Offering 20,000,000 Units at a pricewere satisfied through the payment of $10.00 per Unit, generating gross$25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of $200,000,000. Simultaneously withapproximately $87,000 under an unsecured promissory note. The Company fully repaid the amounts borrowed under the unsecured promissory note upon closing of the Initial Public Offering the Company consummated the sale of 655,000 Private Unitson August 13, 2021. Subsequent to the Sponsor and Cantor at a priceconsummation of $10.00 per Private Unit generating grossthe Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of $6,550,000.
In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the Initial Public Offering, and available for working capital purposes.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“USU.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. SecuritiesGAAP have been condensed or omitted, pursuant to the rules and Exchange Commission (“SEC”).regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by US GAAP.necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflectinclude all adjustments, which include onlyconsisting of a normal recurring adjustmentsnature, which are necessary for thea fair statementpresentation of the balancesfinancial position, operating results and resultscash flows for the periodperiods presented. Operating results for the period from February 10, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and August 12, 2021, respectively.its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart ourOur Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act)Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
Use of Estimates
The preparation of thesethe unaudited condensed consolidated financial statements in conformity with USU.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actualperiods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did 0t have anyhad no cash equivalents as of June 30, 2021.
Investments Held in Trust Account
The Company’s portfolio of legal and accounting expenses incurred throughinvestments is comprised of U.S. government securities, within the balance sheet date that were directly related to the IPO and that were charged to shareholders’ equity upon the completionmeaning set forth in Section 2(a)(16) of the IPO.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements, and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheet,sheets, primarily due to itstheir short-term nature.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
| ● | 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. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Working Capital Loan—Related Party
The Company accounts for its New Note (as defined below in Note 5) under ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Under ASC 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC Topic 825, “Financial Instruments” (“ASC 825”). The primary reason for electing the fair value option is to provide better information on the financial liability amount given current market and economic conditions of the Company. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value recorded as change in the fair value of convertible note—related party on the accompanying condensed consolidated statements of operations. The fair value are classified on a combined basis with the loan in promissory note – related party in the accompanying condensed consolidated balance sheets.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Public Warrants and the Private Placement Warrants are classified in accordance with ASC Topic 480, “Distinguishing Liabilities and Equity” (“ASC 480”) and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.
The Forward Purchase Agreement (defined in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s condensed consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with Public Warrants are recognized net in equity. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Loss Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is computedcalculated by dividing the net loss by the weighted average number of ordinary shares outstanding duringfor the period, excludingrespective period.
The calculation of diluted net loss per ordinary shares subject to forfeiture. Weighted average shares were reduced fordoes not consider the effect of an aggregate of 1,000,000 ordinary shares that are subject to forfeiturethe Public Warrants, the Private Placement Warrants, and the warrants underlying the Working Capital Units, if any since their inclusion would be anti-dilutive under the over-
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:
| For the Three Months Ended March 31, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic and diluted net loss per share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | (401,341 | ) | $ | (505,115 | ) | $ | (1,440,954 | ) | $ | (465,087 | ) | ||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | 5,297,030 | 6,666,667 | 20,655,000 | 6,666,667 | ||||||||||||
| Basic and diluted net loss per share | $ | (0.08 | ) | $ | (0.08 | ) | $ | (0.07 | ) | $ | (0.07 | ) | ||||
Income Taxes
The Company follows the guidance of accounting for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statementsstatement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021, thereThere were 0no unrecognized tax benefits and 0no amounts accrued for interest and penalties.penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is considered to be an exemptedcurrently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject tofederal income tax regulations, income taxes orare not levied on the Company. Consequently, income tax filing requirementstaxes are not reflected in the Cayman Islands or the United States. As such, the Company’s tax provision was 0 for the period presented.unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU
The Company’s management does not believed by management to,believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material impacteffect on the Company’s unaudited condensed consolidated financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
On August 13, 2021, the Company consummated its IPOInitial Public Offering of 20,000,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000. Of the 20,000,000 Units sold, 19,780,000 Units were purchased by qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”).
Each Unit consists of 1one Class A ordinary share, and
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the IPO,Initial Public Offering, the Company’s Sponsor and Cantor Fitzgerald & Co. (“Cantor”) purchased an aggregate of 655,000 Private Units, at a price of $10.00 per unit,Unit, for an aggregate purchase price of $6,550,000, in a private placement.
If the Company does not complete the initiala Business Combination within the Combination Period, the Private Units will expire worthless. The Private Units, including the private placement shares and private placement warrants each underlying the Private Units are subject to the transfer restrictions. The Private Units have terms and provisions that are identical to those of the Units being sold in the IPO.Initial Public Offering.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
In February 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share, 1,000,000 of which arewere subject to forfeiture depending on the extent to which the underwriters’underwriter’s over-allotment option iswas exercised. The option expired on September 25, 2021, and subsequently, the Sponsor forfeited 1,000,000 Class B ordinary shares. Additionally, upon consummation of the Business Combination, the Sponsor has agreed to transfer an aggregate of 1,334,339 Founder SharesClass B ordinary shares to the Anchor Investor for the same price originally paid for such shares. The Founder SharesClass B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a
The Company’s initial shareholders and the anchor investorsAnchor Investors have agreed not to transfer, assign or sell any of their founderClass B ordinary shares until after, or concurrently with, the consummation of the Company’s initial business combination.
Related Party Loans
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. At June 30, 2021, 0 suchOn November 14, 2022, the Sponsor agreed to loan the Company up to $800,000 pursuant to a promissory note (as amended and restated on November 14, 2022, the “New Note”). The New Note is non-interest bearing, unsecured and due at the earlier of the consummation of the Business Combination and the day prior to the date the Company must elect to liquidate and dissolve in accordance with the provisions of the Amended and Restated Memorandum and Articles of Association. On May 17, 2023, the Sponsor agreed to loan the Company up to an additional $2,500,000 pursuant to the second amended and restated promissory note (see Note 10). As of March 31, 2023 and December 31, 2022, the Company had $1,162,002 and $600,000 outstanding under the Working Capital Loans, were outstanding.
Administrative Support Agreement
The Company will paypays an affiliate of the Sponsor $20,000 per month for office space and secretarial and administrative services. Upon the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023 and 2022, the Company incurred and paid approximately $60,000 and $60,000 of administrative support expense, respectively.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the founderClass B ordinary shares, Private Units, private placement sharesunits, and private placement warrants and the Class A ordinary shares underlying such private placement warrants and Private Units that may be issued upon conversion of the Working Capital Loans will have(and any Class A ordinary shares and warrants issuable upon the exercise of the private placement units and units that may be issued upon conversion of Working Capital Loans and upon conversion of the Class B ordinary shares) are entitled to registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement dated August 10, 2021 requiring the Company to be signed prior to or onregister such securities for resale (in the effective datecase of the IPO.Class B ordinary shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registersregister such securities. In addition, the holders have certain “piggy-back”“piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwritersunderwriter a
The underwriter will bewas entitled to a deferredan underwriting discount of 3.5%approximately $4.0 million, paid upon the closing of the gross proceeds ofInitial Public Offering. In addition, approximately $7.0 million was recorded as payable to the IPOunderwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account or $7,000,000, uponsolely in the completion ofevent that the Company’s initialCompany completes a Business Combination, subject to the terms of the underwriting agreement.
Contingent Fee Arrangements
On October 21, 2022, the Company entered into an arrangement with Canaccord Genuity LLC (“Canaccord”) to obtain financial advisory and equity capital market advisory services and to act as the Company’s placement agent in connection with raising capital with a specific target in its search for a Business Combination. Canaccord would be entitled to a capital markets advisory fee of $1.0 million. In addition, Canaccord would also be entitled to a discretionary incentive fee of $250,000. Per the arrangement, the capital markets advisory fee and discretionary incentive fee for these services is contingent upon the closing of a Business Combination and therefore are not included as liabilities on the accompanying condensed consolidated balance sheets. Under the arrangement, the Company will also reimburse Canaccord for reasonable expenses. As of March 31, 2023, no expenses have been claimed.
Pursuant to the SEPA, New African Agriculture will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date. New African Agriculture can elect to pay the commitment fee by issuing New African Agriculture Common Stock to Yorkville in an amount equal to the commitment fee divided by the average daily VWAP for the five consecutive trading days prior to the SEPA Effective Date. Per the arrangement, the Yorkville commitment fee is contingent upon the closing of a Business Combination and therefore is not included as a liability on the accompanying condensed consolidated balance sheets.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
The Company’s Class A ordinary shares contain certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a totalpar value of $0.0001 per share. Holders of Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 4,642,030 Class A ordinary shares outstanding which were subject to possible redemption.
The Class A ordinary shares subject to possible redemption reflected on the accompanying condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 are reconciled in the following table:
| Gross proceeds | $ | 200,000,000 | ||
| Less: | ||||
| Redemption of Class A ordinary share subject to possible redemption | (154,906,130 | ) | ||
| Plus: | ||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | 2,070,678 | |||
| Class A ordinary shares subject to possible redemption at December 31, 2022 | 47,164,548 | |||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | 501,501 | |||
| Class A ordinary shares subject to possible redemption at March 31, 2023 | $ | 47,666,049 |
NOTE 8. SHAREHOLDERS’ DEFICIT
Preference shares — The Company is authorized to issue 1,000,000 preference shares at par value of $0.0001 each. As of June 30, 2021,March 31, 2023 and December 31, 2022, there were 0no preference shares issued or outstanding.
Class
Class
The founder shares include an aggregate of up to 1,000,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
Holders of record of the Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.
The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at five p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unitUnit containing such warrant will have paid the full purchase price for the unitUnit solely for the Class A ordinary share underlying such unit.
Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon a minimum of 30 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 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
The private placement warrants underlying the Private Placement Warrants,Units, as well as any warrants underlying additional unitsWorking Capital Units the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will beare identical to the Public Warrants.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value at each respective date:
| Description | Amount at Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
| March 31, 2023 | ||||||||||||||||
| Assets | ||||||||||||||||
| Funds that invest in U.S. Treasury Securities | $ | 47,766,049 | $ | 47,766,049 | $ | — | $ | — | ||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities - Forward Purchase Agreement | $ | 521,886 | $ | — | $ | — | $ | 521,886 | ||||||||
| December 31, 2022 | ||||||||||||||||
| Assets | ||||||||||||||||
| Funds that invest in U.S. Treasury Securities | $ | 47,264,548 | $ | 47,264,548 | $ | — | $ | — | ||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities - Forward Purchase Agreement | $ | 331,777 | $ | — | $ | — | $ | 331,777 | ||||||||
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the three months ended March 31, 2023 and 2022.
Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants underlyingbased on implied volatility from the Units being offeredCompany’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly.
10X CAPITAL VENTURE ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:
| As of March 31, 2023 | As of December 31, 2022 | |||||||
| Expected redemption price | $ | 10.36 | $ | 10.48 | ||||
| Stock price | $ | 10.18 | $ | 9.89 | ||||
| Volatility | 55.0 | % | 65.0 | % | ||||
| Term (years) | 3.40 | 3.50 | ||||||
| Risk-free rate | 3.77 | % | 4.49 | % | ||||
| Cost of debt | 16.30 | % | 14.80 | % | ||||
The change in the IPO.
| Derivative liabilities at January 1, 2022 | $ | — | ||
| Loss on entry into Forward Purchase Agreement | 295,330 | |||
| Change in fair value of derivative liabilities | 36,447 | |||
| Derivative liabilities at December 31, 2022 | 331,777 | |||
| Change in fair value of derivative liabilities | 190,109 | |||
| Derivative liabilities at March 31, 2023 | $ | 521,886 |
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheetsheets date up to the date that the unaudited condensed consolidated financial statements were available to be issued. TheBased upon this review, other than as described in Note 1 and the paragraph below, the Company did not identify any subsequent events that would have required adjustment or disclosure in thesethe unaudited condensed consolidated financial statements.
On May 17, 2023, the Sponsor agreed to loan the Company up to an additional $2,500,000 pursuant to the second amended and restated promissory note. The loan is non-interest bearing, unsecured and due at the earlier of the consummation of the Company’s Business Combination and the day prior to the date the Company must elect to liquidate and dissolve in accordance with the provisions of the Amended and Restated Memorandum and Articles of Association.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations
References in this reportQuarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Quarterly Report”) to “we”, “us”, “our” or the “Company” are to 10X Capital Venture Acquisition Corp. II, except where the context requires otherwise. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our unaudited consolidated condensed financial statements and related notes thereto included elsewhere in this Quarterly Report.Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Quarterly Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “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 (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form
Overview
We are a blank check company incorporated on February 10, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
On August 13, 2021, we consummated our initial public offering (the “Initial Public Offering”) of 20,000,000 Class A ordinary shares,units, at $10.00 per share,unit (the “Units”), generating gross proceeds of $200 million. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (such Class A ordinary shares, the “Public Shares” and such warrants, the “Public Warrants”).
Simultaneously with the closing of the initial public offering, our sponsorInitial Public Offering, 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”) purchased an aggregate of 655,000 private placement units (the “Private Placement Units”), each Private Placement Unit consisting of one Class A ordinary share (a “Private Placement Share”) and one-third of one redeemable warrant (each whole warrant, a “Private Placement Warrant”), at a price of $10.00 per unit,Private Placement Unit, for an aggregate purchase price of $6,550,000, in a private placement.placement (the “Private Placement”).
Upon the closing of the initial public offeringInitial Public Offering on August 13, 2021, $200,000,000a total of $200.0 million ($10.00 per unit)Unit), comprised of $196.0 million from the netproceeds of the Initial Public Offering and $4.0 million from the proceeds of the sale of the unitsPrivate Placement Units was placed in a trust account (the “Trust Account”).
As of October 1, 2021, our Public Shares and our Public Warrants began separately trading on Nasdaq.
The AA Merger Agreement
On November 2, 2022, we entered into the AA Merger Agreement with AA Merger Sub and African Agriculture. The AA Merger Agreement and the transactions contemplated thereby were approved by our board of directors (the “Board”) and the board of directors of African Agriculture.
Pursuant to the AA Merger Agreement, we will, subject to obtaining the required shareholder approvals and at least one day prior to the Effective Time (as defined in the initial public offeringAA Merger Agreement), change our jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware at least one day prior to the Closing (the “Domestication”). Following the Domestication, AA Merger Sub will merge with and into African Agriculture (the “Merger”), with African Agriculture surviving the Merger as our wholly owned subsidiary. In connection with the Domestication, we will change our name to “African Agriculture Holdings Inc.” (“New African Agriculture”). The Domestication, the Merger and the saleother transactions contemplated by the AA Merger Agreement are hereinafter referred to as the “Business Combination.”
In accordance with the terms and subject to the conditions of private units were placedthe AA Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of African Agriculture issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable common stock of New African Agriculture (“New African Agriculture Common Stock”) equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the trust account.AA Merger Agreement) by (ii) ten dollars ($10.00) by (y) the sum, without duplication, of the aggregate number of shares of common stock of African Agriculture that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon the exercise or settlement of options or restricted stock units of African Agriculture (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any African Agriculture convertible note issued prior to the date of the AA Merger Agreement and outstanding at the Effective Time (the “Merger Consideration”).
The AA Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by our or African Agriculture’s mutual written consent, (ii) by us, subject to certain exceptions, if any of the representations and warranties of African Agriculture are not true and correct or if African Agriculture fails to perform any of its respective covenants or agreements set forth in the AA Merger Agreement such that certain conditions to our obligations cannot be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by African Agriculture, subject to certain exceptions, if any of the representations and warranties made by us are not true and correct or if we fail to perform any of its covenants or agreements set forth in the AA Merger Agreement such that the condition to the obligations of African Agriculture cannot be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either us or African Agriculture if the closing of the Merger (the “Closing”) has not occurred on or before May 13, 2023 (the “Termination Date”); provided that the Termination Date may be extended at our discretion up to August 13, 2023; provided further that such date is prior to the deadline by which we must complete our initial business combination under our organizational documents, (v) by either African Agriculture or us if the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or other law; (vi) by either us or African Agriculture if the Extension Proposal (as defined below) is not duly approved on or before November 13, 2022, (vii) prior to obtaining the required approvals by our shareholders, by African Agriculture if our Board changes its recommendation that our shareholders approve the proposals included in the proxy statement/prospectus or fails to include such recommendation in the proxy statement/prospectus, (viii) by African Agriculture if certain required shareholders approvals are not obtained after the conclusion of a meeting of our shareholders held for the purpose of voting on such approvals, and (ix) by us if the required approvals by African Agriculture stockholders have not been obtained within ten (10) business days following the date that the Registration Statement (as defined in the AA Merger Agreement) is disseminated by African Agriculture to its stockholders.
African Agriculture will be obligated to pay us a termination fee equal to 2.0% of the aggregate Merger Consideration if the AA Merger Agreement is terminated by pursuant to clauses (ii) or (iv) of the preceding paragraph; provided that in the case of a termination under clause (iv) above, African Agriculture will only be required to pay the termination fee if the transactions contemplated by the AA Merger Agreement were not consummated prior to the Termination Date primarily due to failure of African Agriculture to provide information required to obtain SEC clearance of the Registration Statement (as defined in the AA Merger Agreement). We will be obligated to pay African Agriculture a termination fee equal to 2.0% of the Merger Consideration if the AA Merger Agreement is terminated pursuant to clause (iii) of the preceding paragraph.
On January 3, 2023, the parties to the AA Merger Agreement entered into the First Amendment, pursuant to which African Agriculture has agreed to provide all necessary assistance and cooperation in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to further extend the term of the Company, if necessary, including paying all reasonable out-of-pocket fees and expenses of African Agriculture, the Company and AA Merger Sub (including, but not limited to, fees and expenses of outside counsel and any other agents, advisors, consultants, experts and financial advisors, employed by or on behalf of African Agriculture, the Company or AA Merger Sub) related to such extension.
Acquiror Support Agreement
Concurrently with the execution of the AA Merger Agreement, we entered into the Acquiror Support Agreement (the “Acquiror Support Agreement”) with African Agriculture, and the Sponsor and our directors and officers (collectively, the “Class B Holders”), pursuant to which the Class B Holders agreed to, among other things, (i) vote at any shareholder meeting or pursuant to any action of written resolution of our shareholders all of their Class B ordinary shares, par value $0.0001 per share, held of record or thereafter acquired in favor of the Business Combination, the Domestication and the other Proposals (as defined in the AA Merger Agreement) and (ii) be bound by certain other covenants and agreements related to the Business Combination, in each case, on the terms and subject to the conditions set forth in the Acquiror Support Agreement. Additionally, for a period ending six months after the Closing (the “First Lock-up Period”), the Class B Holders will be subject to a lock-up with respect to one-third of the Lock-Up Shares (as defined in the Acquiror Support Agreement), and for a period beginning six months after the Closing and ending twelve months after the Closing (the “Second Lock-up Period”), the Class B Holders will be subject to a lock-up with respect to the remaining two-thirds of the Lock-Up Shares; provided that the lock-up shall expire upon the date on which the last reported sale price of the shares of New African Agriculture Common Stock exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period during the Second Lock-up Period.
African Agriculture Support Agreements
In connection with the execution of the AA Merger Agreement, we entered into a support agreement (the “African Agriculture Support Agreements”) with African Agriculture’s majority stockholder, Global Commodities & Investments Ltd., and African Agriculture, pursuant to which Global Commodities & Investments Ltd. agreed to (i) vote at any meeting of the stockholders of African Agriculture all shares of common stock of African Agriculture held of record or thereafter acquired in favor of the Business Combination, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities prior to the Closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the African Agriculture Support Agreements.
Non-Redemption Agreement
Concurrently with the execution of the AA Merger Agreement, certain anchor investors in the Initial Public Offering (the “10X II Anchor Investors”) and certain other shareholders of 10X II entered into non redemption agreements (the “Non Redemption Agreements”) with us and the Sponsor.
Pursuant to the Non-Redemption Agreements, such 10X II Anchor Investor and certain other shareholders of 10X II agreed for our benefit to vote certain of our Public Shares now owned or thereafter acquired (the “Subject 10X II Equity Securities”), representing 3,355,743 of our Public Shares in the aggregate, in favor of the proposal to amend our organizational documents to extend the time we are permitted to close an initial business combination and not redeem the Subject 10X II Equity Securities in connection with such amendment to our organizational documents. In connection with these commitments from the 10X II Anchor Investors and certain other shareholders of 10X II, the Sponsor has agreed to transfer to each 10X II Anchor Investor and certain other shareholders of 10X II an amount of its Class B ordinary shares following the Closing of the Business Combination.
Standby Equity Purchase Agreement
Concurrently with the execution of the AA Merger Agreement, we entered into the standby equity purchase agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”), pursuant to which, subject to the consummation of the Business Combination, New African Agriculture has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $100 million of New African Agriculture Common Stock at the time of New African Agriculture’s choosing during the term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes. Each advance under the SEPA (an “Advance”) may be for an aggregate amount of New African Agriculture Common Stock purchased at 96% of the Market Price during a one-day pricing period or 97% of the Market Price during a three-day pricing period elected by New African Agriculture. The “Market Price” is defined in the SEPA as the VWAP (as defined below) during the trading day, in the case of a one day pricing period, or the lowest daily VWAP of the three consecutive trading days, in the case of a three day pricing period, commencing on the trading day on which New African Agriculture submits an Advance notice to Yorkville. “VWAP” means, for any trading day, the daily volume weighted average price of New African Agriculture Common Stock for such date on Nasdaq as reported by Bloomberg L.P. during regular trading hours or such other period in the case of a one-day trading period. The SEPA will continue for a term of three years commencing from the sixth trading day following the closing of the Business Combination (the “SEPA Effective Date”).
Pursuant to the SEPA, New African Agriculture will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date. New African Agriculture can elect to pay the commitment fee by issuing New African Agriculture Common Stock to Yorkville in an amount equal to the commitment fee divided by the average daily VWAP for the five consecutive trading days prior to the SEPA Effective Date.
Forward Purchase Agreement
Simultaneously with the execution of the AA Merger Agreement, we and African Agriculture entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with Vellar Opportunity Fund SPV LLC — Series 8 (“ Vellar ” ), a client of Cohen & Company Financial Management, LLC (“ Cohen” ). Pursuant to the Forward Purchase Agreement, Vellar may, but is not obligated, to purchase through a broker in the open market (a) our Class A ordinary shares, par value $0.0001 per share, after the date of our redemption deadline from holders of such shares, including those who have elected to redeem such shares (such purchased shares, the “Recycled Shares”), pursuant to the redemption rights set forth in our Amended and Restated Memorandum and Articles of Association, in connection with the Business Combination and (b) additional shares in an issuance from us (such additional shares, the “Additional Shares” and, together with the Recycled Shares, the “Subject Shares”). The aggregate total Subject Shares will be 4,000,000, subject to automatic reduction to equal the amount of our ordinary shares outstanding as of the redemption deadline and subject to increase to up to 10,000,000 upon mutual agreement of us and Vellar (the “Maximum Number of Shares”). Vellar has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination.
Prior to maturity, Vellar may also purchase through a broker in the open market additional Class A ordinary shares, subject to adjustment, which such shares shall be incremental to the Maximum Number of Shares and shall not be included in the Maximum Number of Shares under the Forward Purchase Agreement.
The Forward Purchase Agreement provides that following the closing of the Business Combination, we will pay to Vellar, out of funds held in our Trust Account, an amount (the “Prepayment Amount”) equal to (x) the pre-share redemption price (the “Initial Price”) multiplied by (y) the number of Recycled Shares on the date of such prepayment. At our option, up to 10% of such Prepayment Amount may be paid to us and netted from the Prepayment Amount (the “Prepayment Shortfall”).
From time to time following the closing of the Forward Purchase Agreement, Vellar, in its discretion,
| ● | may declare an early termination (an “Optional Early Termination”) of the Forward Purchase Agreement with regard to all or a portion of the Subject Shares (such shares “Terminated Shares”) and remit to us an amount equal to the number of Terminated Shares multiplied by a price (the “Reset Price”) that adjusts on the first scheduled trading day of each month to be the lowest of (a) the then-current Reset Price, (b) the per share redemption price and (c) the VWAP for the last ten trading days of the prior month, but in no case less than $6.00; and |
| ● | may sell the Subject Shares, at any time and at any sales price, and, by notice to us, apply the proceeds of such sales to offset the Prepayment Shortfall, until such time as the Prepayment Shortfall has been fully repaid; |
provided, that Vellar may not declare an Optional Early Termination in respect of any Subject Shares sold to repay the Prepayment Shortfall.
Upon the occurrence of the Maturity Date (as defined in the Forward Purchase Agreement), we are obligated to pay to Vellar an amount equal to the product of (a) (x) the Maximum Number of Shares, less (y) the number of Terminated Shares (as defined in the Forward Purchase Agreement), multiplied by (b) $2.00 payable in cash or in shares at our option. The Maturity Date may be accelerated upon occurrences described in the Forward Purchase Agreement.
Pursuant to the Forward Purchase Agreement, within one business day of the closing of the Business Combination (the “Prepayment Date”), New African Agriculture is required to pay Vellar an amount equal to the product of (x) such number that is the greater of (a) 5% of the Maximum Number of Shares and (b) 200,000 (provided that if New African Agriculture has requested and Vellar has paid the Prepayment Shortfall such number will be increased to the greater of (a) 10% of the Maximum Number of Shares and (b) 400,000) and (y) the Initial Price (the “Share Consideration”) and Vellar is to use the amount paid by New African Agriculture to purchase shares of common stock of New African Agriculture.
We have agreed to file, upon the request of Vellar, a registration statement with the SEC registering the resale of the Subject Shares and the Share Consideration (as defined in the Forward Purchase Agreement) under the Securities Act, within thirty (30) days following such request. Entities and funds managed by Cohen own equity interests in the Sponsor.
The Forward Purchase Agreement contains additional representations, warranties, indemnities, agreements and termination rights of the parties thereto.
If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
For more information about the AA Merger Agreement and the proposed Business Combination, see the Registration Statement. Unless specifically stated, this Quarterly Report does not give effect to the proposed Business Combination and does not contain the risks associated with the proposed Business Combination. Such risks and effects relating to the proposed Business Combination are included in the Registration Statement.
We cannot assure you that our plans to complete our initial business combination will be successful.
First Extension
On November 9, 2022, we held an extraordinary general meeting at which our shareholders approved, by special resolution, the First Extension Proposal. On November 9, 2022, we filed the special resolution and the Amended and Restated Memorandum and Articles of Association with the Cayman Islands Registrar of Companies.
In connection with our solicitation of proxies in connection with the First Extension Proposal, we were required to permit our public shareholders to redeem their Public Shares. Of the Public Shares outstanding with redemption rights, a total of 212 of our shareholders elected to redeem an aggregate total of 15,357,970 public shares at a per share redemption price of $10.09. As a result of such redemptions, approximately $154.9 million was removed from the Trust Account to pay such holders, and approximately $47.8 million remained in the Trust Account as of March 31, 2023. Following the redemptions and as of March 31, 2023, we had a total of 4,642,030 Public Shares, including the Public Shares underlying the Units outstanding, with redemption rights outstanding.
See the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on October 19, 2022 and the Current Report on Form 8-K filed by the Company with the SEC on November 9, 2022 for additional information.
Recent Developments
Second Extension
On May 2, 2023 and May 5, 2023, certain investors of Operations
On May 10, 2023, we held an extraordinary general meeting at which our shareholders voted to, among other things, approve an amendment to our Amended and Restated Memorandum and Articles of Association to further extend the date by which we must (1) consummate our Business Combination, (2) cease our operations except for our initial public offering. We will not generate any operating revenues until the closingpurpose of winding up if we fail to complete such Business Combination, and completion(3) redeem all of the Class A ordinary shares included as part of the Units sold in the Initial Public Offering, from May 13, 2023 to August 13, 2023 (the “Second Extended Date”), with optional additional extensions of up to six times by an additional month each time, at the option of our initial business combination, atBoard, until February 13, 2024 (the “Additional Extension Date” and such proposal, the earliest.“Second Extension Proposal”).
Liquidity and Going Concern
As of March 31, 2023, we had net loss$42,569 held outside of $34, which consisted of formation and operating costs of $34.
Our liquidity needs up to June 30, 2021March 31, 2023 had been satisfied through a payment from the sponsorSponsor of $25,000 for the founderClass B ordinary shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $87,369 prior to our Initial Public Offering (the “Pre-IPO Promissory Note”), and the loan under an unsecured promissory note from the sponsorSponsor of $81,457.$800,000. The promissory notePre-IPO Promissory Note was fully repaid upon initial public offering.the closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a business combination, the sponsorSponsor or an affiliate of the sponsorSponsor or certain of our officers and directors may, but are not obligated to, provide us working capital loans.additional Working Capital Loans. As of June 30, 2021,March 31, 2023, there were no amountswas $1,162,002 outstanding under the Working Capital Loans.
In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the Termination Date, as may be extended as our shareholders may approve in accordance with our Amended and Restated Memorandum and Articles of Association. The unaudited condensed consolidated financial statements do not include any working capital loans.
Results of Operations
Our entire activity since inception up to March 31, 2023 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial business combination and expenses related to consummating an initial business combination. We will not generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of investment income from the Trust Account. We will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and transaction expenses.
For the three months ended March 31, 2023, we incurred a net loss of approximately $0.9 million, which consisted of approximately $1.2 million in general and administrative expense and approximately 0.2 million in change in fair value of derivative liabilities and $60,000 in administrative expenses-related party, partially offset by approximately 0.5 million in income from investments held in the Trust Account.
For the three months ended March 31, 2022, we incurred a net loss of approximately $1.9 million, which consisted of approximately $1.9 million in general and administrative expense and $60,000 in administrative expenses-related party, partly offset by $20,141 in income from investments held in Trust Account.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of March 31, 2023 or December 31, 2022.
Commitments and Contingencies
Registration and Shareholder Rights
Pursuant to a registration rights agreement entered into on August 10, 2021, the holders of Class B ordinary shares, Private Placement Units, Private Placement Shares and Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Units that may be issued upon conversion of the working capital loans will have registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriters a 45-day option from August 10, 2021 to purchase up to 3,000,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On September 25, 2021, the over-allotment option expired.
The underwriters were entitled to an underwriting discount of $4.0 million, paid upon the closing of the Initial Public Offering. In addition, $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies and Estimates
The preparation of these unaudited condensed consolidated financial statements in conformity with US GAAPU.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:
Class A Ordinary Shares Subject to the initial public offering and that were charged to shareholders’ equity upon the completion of the initial public offering on August 13, 2021.Possible Redemption
Class A ordinary shares underlying such private placement warrantssubject to mandatory redemption (if any) are classified as liability instruments and private unitsare measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that may be issued upon conversionfeature redemption rights that are either within the control of the workingholder or subject to possible redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our consolidated balance sheet.
Under ASC 480, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital loans will(to the extent available) and accumulated deficit.
Net Income (Loss) per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have registration rights. We will beartwo classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the expenses incurred in connectiontwo classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.
The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants, the Private Placement Warrants and the Rights to purchase an aggregate of 20,000,000 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for three months ended March 31, 2023 and 2022. Accretion associated with the filingredeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
Forward Purchase Agreement
The Forward Purchase Agreement is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s consolidated statements of any such registration statements.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if any atcurrently adopted, would have a material effect on the initial public offering price less the underwriting discounts and commissions.Company’s unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were effective as of March 31, 2023.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2021ended March 31, 2023 covered by this Quarterly Report on Form
PART II—OTHERII-OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public OfferingAnnual Report on Form 10-K filed with the SEC on August 12, 2021.April 17, 2023 and the preliminary prospectus/proxy statement included in the Registration Statement on Form S-4 (File No. 333-269342) originally filed by the Company with the SEC on January 20, 2023, as amended from time to time (the “Registration Statement”). Any of thesethose factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC, except weWe may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales
None.
Use of Proceeds
On August 13, 2021, we consummated theour Initial Public Offering of 20,000,000 units (the “Units”). The Units, sold in the Initial Public Offering were sold at an offering price to the public of $10.00 per unit, generating total gross proceedsUnit, for an aggregate offering price of $200,000,000.$200,000,000, with each Unit consisting of one Class A ordinary share and one-third of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Only whole Public Warrants may be exercised and traded. No fractional Public Warrants will be issued upon separation of the Units. Cantor Fitzgerald & Co. acted as the sole bookrunningbooking running manager for the offering.Public Offering. The securities sold in the offeringInitial Public Offering were registered under the Securities Act on a registration statement on Form
Net proceeds of $200,000,000, comprised of $196,000,000 of the Initialproceeds from the Public Offering and the closing(which amount includes $7,000,000 of the over-allotment option, we consummatedunderwriter’s deferred discount) and $4,000,000 of the private placement of an aggregate of 655,000 units (the “Private Placement Units”) to 10X Capital SPAC Sponsor II LLC (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”). The issuancethe sale of the Private Placement Units, was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. In the Private Placement, the Sponsor purchased 455,000 Private Placement Untis and Cantor Fitzgerald & Co. purchased 200,000 Private Placement Units.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
On May 17, 2023, we amended and restated the New Note to increase the aggregate principal amount of the New Note up to $2,500,000 (the “Amended New Note”). Any loans made by Sponsor are, and will be, evidenced by the Amended New Note. We expect to use the proceeds of the working capital loans to fund working capital deficiencies and to finance transaction costs in connection with an initial business combination.
The Amended New Note is an unsecured obligation of the Company and is payable from our assets other than the Trust Account. The Amended New Note provides that the holder waives recourse to the Trust Account.
The Amended New Note bears no interest and is repayable in full upon the earlier of the consummation of our initial business combination and the day prior to the date we elect to liquidate and dissolve in accordance with the provisions of our Amended and Restated Memorandum and Articles of Association (such earlier date, the “Maturity Date”).
The holder of the Amended New Note has the option to convert up to $1,500,000 of the principal outstanding under the Amended New Note into private placement-equivalent units, at a price of $10.00 per unit, at any time on or prior to the Maturity Date.
Item 6. ExhibitsExhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished. |
SIGNATURES
In accordance with 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, thereunto duly authorized.
10X CAPITAL VENTURE ACQUISITION CORP. II | |||||||
| Date: | By: | /s/ Hans Thomas | |||||
| Name: | Hans Thomas | ||||||
| Title: | |||||||
Chief Executive Officer | |||||||
| Date: | By: | /s/ Guhan Kandasamy | |||||
| Name: | Guhan Kandasamy | ||||||
| Title: | |||||||
Chief Financial Officer | |||||||
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