10X Capital Venture Acquisition Corp III - Ordinary Shares (VCXB)
Filed: 11 Jul 24, 4:51pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2024
10X CAPITAL VENTURE ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41216 | 98-1611637 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1 Word Trade Center, 85th Floor | ||
| New York, New York | 10007 | |
| (Address of principal executive offices) | (Zip Code) |
| (212) 257-0069 |
| (Registrant’s telephone number, including area code) |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On July 11, 2024, 10X Capital Venture Acquisition Corp. III (the “Company”) announced that it will redeem all of its outstanding Class A ordinary shares, $0.0001 par value (“Class A Ordinary Shares”), that were included in the units issued in its initial public offering (the “Public Shares”), effective as of the close of business on July 26, 2024, as the Company will not consummate an initial business combination on or prior to July 14, 2024. The Company’s previously announced Extraordinary General Meeting to be held on Friday July 12, 2024 is cancelled accordingly.
Pursuant to the Company’s Second Amended and Restated Memorandum and Articles of Association, as amended, in the event that the Company has not consummated an initial business combination by July 14, 2024, the Company shall (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 subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest (net of certain amounts withdrawn as described in the Company’s registration statement, and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
The per-share redemption price for the Public Shares is expected to be approximately $11.13 (before taking into account the removal of a portion of the accrued interest in the trust account to pay taxes and $100,000 for dissolution expenses).
The Public Shares will cease trading as of the close of business on July 12, 2024. As of the close of business on July 26, 2024, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.
The redemption amount will be payable to the holders of the Public Shares upon delivery of their shares or units. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. Continental Stock Transfer & Trust Company will be the transfer agent, whose address is 1 State Street, 30th Floor, New York, NY 10004-1571.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. The Company’s initial shareholders have waived their redemption rights with respect to the Company’s outstanding ordinary shares issued before the Company’s initial public offering.
The Company expects that the NYSE American will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
FORWARD-LOOKING STATEMENTS
This current report on Form 8-K may include, and oral statements made from time to time by representatives of 10X Capital Venture Acquisition Corp. III may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 11, 2024
| 10X CAPITAL VENTURE ACQUISITION CORP. III |
| By: | /s/ David Weisburd | |
| Name: | David Weisburd | |
| Title: | Chief Executive Officer |
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