United States securities and exchange commission logo
July 28, 2023
Hans Thomas
Chief Executive Officer
10X Capital Venture Acquisition Corp. II
1 World Trade Center, 85th Floor
New York, NY 10007
Re: 10X Capital Venture
Acquisition Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 30, 2023
File No. 333-269342
Dear Hans Thomas:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 16, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed June 30,
2023
Q: Did the 10X II Board obtain a third-party valuation or fairness
opinion in determining
whether or not to proceed with . . ., page xiii
1. We note your response
to our prior comment 3. Please revise your Q&A to clearly state
that Canaccord Genuity
is not expressing any opinion as to the fairness of the transaction
to the holders of any
class of securities, creditors or other constituencies of the Company
or AFRAG.
Hans Thomas
FirstName
10X CapitalLastNameHans Thomas
Venture Acquisition Corp. II
Comapany
July Name10X Capital Venture Acquisition Corp. II
28, 2023
July 28,
Page 2 2023 Page 2
FirstName LastName
Q: What equity stake will current 10X II shareholders and current equity
holders of AFRAG
hold in AFRAG PubCo..., page xiv
2. We note your revised disclosure in response to prior comment 4 and
reissue in part. Please
expand your tabular disclosure to reflect the possible sources of
dilution that non-
redeeming 10X II public stockholders could experience from outstanding
warrants. We
note there is outstanding an aggregate of 6,884,908 warrants to
acquire ordinary shares.
3. We note your disclosure here that Scenario 1 assumes "no redemptions."
Please revise
your disclosure throughout your registration statement to clarify that
Scenario 1 depicts no
"additional" redemptions and quantify the significant amount of
redemptions to date.
4. We note that Vellar Opportunity Fund SPV LLC ("Vellar") may purchase
shares pursuant
to a Forward Purchase Agreement with you and AFRAG. Please revise your
tabular
disclosure to identify Vellar for each applicable scenario presented
where Vellar intends
to purchase shares.
5. We note your disclosure elsewhere that on May 3, 2023, the AFRAG
Sponsor Promissory
Note was amended. We further note, as part of this amendment, AFRAG
agreed to issue
to the AFRAG Sponsor Promissory Note holder a number of shares of the
AFRAG s
Common Stock equal to the number of Class B ordinary shares of 10X II
transferred to
investors in connection with any past or future extensions of the
deadline by which 10X II
must consummate an initial business combination. Please update your
table at the bottom
of page xv to account for this or otherwise advise.
Q: What happens if a substantial number of the public shareholders vote in
favor of the Business
Combination Proposal and exercise . . ., page xxvi
6. We note that you replaced the redemption-related labels in the columns
of your chart on
page xxvii with "Scenario 1", "Scenario 2", etc. Please revise these
labels or provide
additional narrative disclosure to make clear the redemption and
forward purchase
scenarios these columns contemplate.
Forward Purchase Agreement, page 8
7. We note your response to prior comment 7 and reissue. Your response
appears
inconsistent with your disclosure and prior press release dated
November 2, 2022. We
note your response indicates the "relevant tender offer commenced on
November 3, 2022,
the date the Company and AFRAG announced the AA Merger Agreement."
However, we
note that 10X Capital Venture Acquisition Corp. II appears to have
released a press
release titled "AFRICAN AGRICULTURE, A GLOBAL FOOD SECURITY AND
SUSTAINABILITY COMPANY, TO LIST ON NASDAQ VIA PLANNED MERGER
WITH 10X CAPITAL VENTURE ACQUISITION CORP II (NASDAQ: VCXA)" on
November 2, 2022. In addition, we note your response states that
"Vellar will not
purchase any shares at any time on or before the Redemption Deadline."
Please provide
the Staff with the specific provisions of the agreement that do not
allow Vellar to purchase
Hans Thomas
10X Capital Venture Acquisition Corp. II
July 28, 2023
Page 3
shares at any time on or before the Redemption Deadline. We note that
Exhibit 10.4 states
that Vellar can purchase 10X II shares "through a broker in the open
market."
The fairness opinion obtained in connection with the Business Combination will
not reflect
changes in circumstances..., page 45
8. Please revise your risk factor disclosure here and in your Q&A section
to disclose
Canaccord Genuity's fairness opinion was partially based on financial
projections
provided by AFRAG and disclose that (i) the actual results for 2022
were materially
different than projected, (ii) AFRAG currently expects its 2023 actual
results to differ
materially from the 2023 forecasts provided herein and (iii) AFRAG s
actual results for
2024 through 2027 may also differ materially from the 2024 through
2027 forecasts
provided herein.
Covenants of AFRAG, page 98
9. We note your response to prior comment 50. Please update your
disclosure here to clarify
that the Offtake Agreement has not been executed to date or otherwise
advise.
Background to the Business Combination, page 108
10. We note your response to our prior comment 13 and reissue in part. You
still refer to
representatives of AFRAG or 10X II or the 10X II Board without
identifying the
representatives involved. Please revise this section to identify the
"representatives" or
"advisors" of AFRAG and 10X II, or confirm that you mean all members
of the board or
executive officers, as applicable.
11. We note your revisions in response to our prior comment 14 and reissue
in part. We note
that after holding several teleconferences and/or in-person meetings
with over 20 potential
target companies, you entered into confidentiality agreements with 5.
Please disclose the
following:
the criteria with which you narrowed the potential target companies
from 20 potential
companies to 5;
whether AFRAG was one of the five potential targets you initiated
business
combination discussions with after the termination of the
PrimeBlock Merger
Agreement;
the size and material attributes of the each of five potential
targets, including
their industries;
the extent of due diligence or substantive negotiations with the
other potential targets,
including any valuation discussions; and
FirstName
LastNameHans
the dates in whichThomas
you first initiated conversations with each
target company, the
Comapany dates
Name10X Capital Venture
you terminated Acquisition
discussions and theCorp. II for deciding
not to pursue a
reasons
business
July 28, 2023 Page 3 combination with those target companies.
FirstName LastName
Hans Thomas
FirstName
10X CapitalLastNameHans Thomas
Venture Acquisition Corp. II
Comapany
July Name10X Capital Venture Acquisition Corp. II
28, 2023
July 28,
Page 4 2023 Page 4
FirstName LastName
12. We note your revisions in response to our prior comment 19 and reissue
in part. Please
clarify when you first received the financial model and when the
financial model was
provided to the 10X II Board.
13. We note you revisions in response to our prior comment 16 and reissue
in part. Please
disclose how the parties arrived at the $450 million valuation that
was included in 10X II's
initial proposal to AFRAG's board of directors.
Negotiations with AFRAG, page 110
14. Please revise your disclosure to state who proposed the Forward
Purchase Agreement with
Vellar and describe the concerns the agreement was intended to
address. In addition,
please revise your disclosure here to clarify the Share
Consideration and discuss how it
was negotiated or otherwise advise.
Certain AFRAG Projected Financial Information, page 124
15. In light the material differences between AFRAG's prior projections
and actual results for
2022, please disclose whether 10X II still believes that the
projections, and the fairness
opinion that partially relies on those projections, are reasonable.
16. We note your disclosure that "[b]eyond the challenge of raising
capital, management of
AFRAG believes, and is supported by the views of alfalfa, agriculture,
and irrigation
experts such as Professor Dan Putnam and Professor Fred Ziarai, that
the ability to expand
the production of the hectarage over the projected timeframe, while
requiring considerable
execution and experience, is achievable with a reasonable confidence
level." Please revise
your disclosure to clarify how the professors supported AFRAG's belief
they would be
expand production or otherwise advise.
17. We note your updated disclosure here that "management of AFRAG felt
confident in the
ability to make assumptions regarding the alfalfa yield per hectare
and the number of cuts
expected per annum in [its] initial projected years." Please disclose
the assumptions used
in the "initial projected years" and describe how the assumptions
changed as AFRAG
management projected out to 2027 or otherwise advise.
18. We note your disclosure that the "later years in the projections
assume that AFRAG will
develop acreage beyond the existing footprint in Senegal." Please
revise your disclosure to
clarify what you mean by "later years."
19. We note your disclosure that the "[p]rojections for 2022 and the
following years also
assumed an influx of capital as a result of the Business Combination
with 10X and other
financings following the consummation of that transaction." Please
update your disclosure
to describe the amount of "influx of capital" the projections were
based on. We note your
disclosure elsewhere that as a result of the transactions contemplated
by the Merger
Agreement in certain scenarios depicted you expect to have "$0 in cash
on hand on [your]
balance sheet." In addition, we note your disclosure that "AFRAG
management remains
Hans Thomas
10X Capital Venture Acquisition Corp. II
July 28, 2023
Page 5
confident in the projections on a going forward basis once the
Business Combination with
10X is consummated, albeit on a rolled forward basis." Please clarify
what you mean
when you state "albeit on a rolled forward basis."
U.S. Federal Income Tax Considerations, page 152
20. We note your response to prior comment 6 and reissue. We note you have
included a
"short-form" tax opinion as Exhibit 8.1 to the Registration Statement.
Please revise this
section to state clearly that the disclosure is the opinion of named
counsel, and to ensure
that the disclosure clearly identifies and articulates the opinion
being rendered with
respect to each material tax consequence being opined upon. For
guidance, refer to
Section III.B.2 of Staff Legal Bulletin 19.
Unaudited Pro Forma Condensed Combined Financial Information, page 167
21. Please show us where you revised your disclosures to address prior
comment 31. In this
regard, it is not clear whether or not an expense was recognized for
the fair value of the
794,088 Class B shares the Sponsor agreed to transfer to each Anchor
Investor. Refer to
SAB Topic 5T.
The Forward Purchase Agreement, page 168
22. We note your revisions made in response to prior comment 29 and have
the following
comments:
Please clarify whether or not Vellar is obligated to purchase
shares under the Forward
Purchase Agreement. In this regard, we note your statement in the
first paragraph
under this heading that, "Pursuant to the Forward Purchase
Agreement, Vellar may,
but is not obligated to, purchase..." However, we also note your
statement in the
penultimate paragraph under this heading that, "The Forward
Purchase Agreement is
intended to provide AFRAG PubCo with additional issued and
outstanding shares
and cash (in the short-term) following the closing of the Business
Combination
because it obligates Vellar to purchase public shares from 10X II
s shareholders."
Please address this apparently discrepancy in your disclosures; and
Please more fully explain your obligation related to the provision
that "...10X II will
pay to Vellar, out of funds held in its 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..." and
how such
obligation is reflected in the pro forma financial statements.
Note 2(E), page 179
FirstName LastNameHans Thomas
23. We note that the Company expects to pay the accounts payable balances
shortly after
Comapany Name10X
closing Capital
with funds Venture
under Acquisition
the SEPA. Corp. II the need to reflect
the issuance of
Please address
July 28,shares
2023 for such
Page 5 funding in your pro forma financial statements.
FirstName LastName
Hans Thomas
FirstName
10X CapitalLastNameHans Thomas
Venture Acquisition Corp. II
Comapany
July Name10X Capital Venture Acquisition Corp. II
28, 2023
July 28,
Page 6 2023 Page 6
FirstName LastName
Note 2(H), page 179
24. We note your response to prior comment 40 and reissue it in part. For
the scenarios
presented in which Vellar does not sell the shares prior to closing
and/or prior to maturity,
explain how you have determined the fair value of your obligation to
repurchase the
shares at the redemption price in addition to the $2.00 per share
required for those shares
not sold prior to maturity. In this regard, we note your disclosure
elsewhere
that immediately following the Closing, if any shares are purchased
pursuant to the
Forward Purchase Agreement, 10X II will need to prepay Vellar an
amount equal to the
number of shares to be purchased by Vellar times the redemption price,
and, as a result,
10X II s cash reserves would be reduced significantly. In plain
English, address how you
determine the redemption amount given the stated terms that "10X II
will pay to Seller,
out of funds held in its 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 the option of 10X II, up to
10% of such
Prepayment Amount may be paid to 10X II and netted from the Prepayment
Amount (the
Prepayment Shortfall )." To facilitate the understanding of the
amounts reflected in the
pro formas, with reference to the specific terms of the agreement,
provide the
calculation of your liability under each scenario.
25. We note your last sentence that Vellar has three years following the
consummation of the
Business Combination to sell such shares into the market, or at the
end of such term, to the
Company. Please clarify if Vellar must wait until the end of the term
to sell back to the
Company.
Note 2(cc), page 180
26. We have the following comments regarding Adjustment (cc);
Under the heading "Adjustments to the Unaudited Pro Forma
Condensed Combined
Statement of Operations For the Three Months Ended March 31, 2022"
appears
duplicative of adjustment (cc) under the heading "Adjustments to
the Unaudited Pro
Forma Condensed Combined Statement of Operations For the Year Ended
March 31,
2022". Address the need to eliminate this adjustment. Refer to Rule
11-
02(a)(6)(i)(B) of Regulation S-X which indicates that adjustments
presented in the
pro forma statements of operations should assume that the
transaction occurred at the
beginning of the fiscal year presented;
Confirm that these transaction costs were incurred after March 31,
2023 (the latest
balance sheet presented); and
Revise the heading "Adjustments to the Unaudited Pro Forma
Condensed Combined
Statement of Operations For the Year Ended March 31, 2022" to read
"Adjustments
to the Unaudited Pro Forma Condensed Combined Statement of
Operations For the
Year Ended December 31, 2022".
Hans Thomas
FirstName
10X CapitalLastNameHans Thomas
Venture Acquisition Corp. II
Comapany
July Name10X Capital Venture Acquisition Corp. II
28, 2023
July 28,
Page 7 2023 Page 7
FirstName LastName
Notes 2(dd), page 180
27. Please explain how you calculated the change in the FPA liability in
each period
presented. We also note that you have referred to (ee) as the related
note for the change in
the FPA value on page 176. It appears that reference should be (dd).
The Forward Purchase Agreement, page 202
28. We note your revisions in response to our prior comment 47 and reissue
in part. Please
update your disclosure to describe the Penalty Share provision,
whereby Vellar
may receive such number of Shares equal to 225% of the Maturity Shares
(the "Penalty
Shares") if certain conditions are to occur.
Information about AFRAG
Company Overview, page 208
29. We note your revisions in response to our prior comment 49 and
reissue. Please revise
your disclosure to clearly state that an auditor has expressed
substantial doubt as to
AFRAG's ability to continue as a going concern and to quantify your
history of net
losses.
Relative Logistics, page 220
30. We note that you have not received any current, capital commitments to
advance your
plans to construct a solar power plant. Please revise your disclosure
to describe your
"existing power sources" and whether they are sufficient to support
your current or future
power needs. In addition, to the extent your "existing power sources"
are not adequate to
meet the needs of your planned expansion, please disclose the extent
to which the
completion of the power point was assumed into AFRAG's projections.
You may contact Jeanne Baker at 202-551-3691 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 or Jason Drory at 202-551-8342 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: David Stewart, Esq.