Item 1.01. Entry Into A Material Definitive Agreement.
Non-Redemption Agreement
On
Concurrently with the execution of the Merger Agreement, certain IPO anchor
investors of 10X II (the "Initial 10X
On
Pursuant to the Non-Redemption Agreements, such 10X
The foregoing description of the Non-Redemption Agreement is subject to and qualified in its entirety by reference to the full text of the form of Non-Redemption Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Item 7.01. Entry Into A Material Definitive Agreement.
10X II hereby confirms that the proceeds held in 10X II's trust account are
invested in
Additional Information and Where to Find It
10X II intends to file with the
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Participants in the Solicitation
10X II, African Agriculture and their respective directors, executive officers,
other members of management and employees, under
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or 10X II's or African Agriculture's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of African Agriculture are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by 10X II and its management, and African
Agriculture and its management, as the case may be, are inherently uncertain.
Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Merger Agreement; (2) the outcome of any legal proceedings that may be
instituted against 10X II, African Agriculture, the combined company or others
following the announcement of the Business Combination; (3) the inability to
complete the Business Combination due to the failure to obtain approval of the
shareholders of 10X II or to satisfy other conditions to Closing; (4) changes to
the proposed structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (5) the ability to
meet stock exchange listing standards at or following the consummation of the
Business Combination; (6) the risk that the Business Combination disrupts
current plans and operations of African Agriculture as a result of the
announcement and consummation of the Business Combination; (7) the ability to
recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; (8) costs
related to the Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that African Agriculture or the combined
company may be adversely affected by other economic, business and/or competitive
factors; and (11) other risks and uncertainties described in 10X II's
registration statement on Form S-1 and Annual Report on Form 10-K, as amended
from time to time, for the fiscal year ended
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither 10X II nor African Agriculture undertakes any duty to update these forward-looking statements.
No Offer or Solicitation
This Current Report relates to a proposed business combination between 10X II and African Agriculture. This document is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business
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Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed onNovember 3, 2022 ). 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished herewith. 4
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