Sparks Energy, Inc. entered into an Agreement and Plan of Merger to acquire 10X Capital Venture Acquisition Corp. III (NYSE:VCXB) from a group of shareholders for approximately $330 million in a reverse merger transaction on December 20, 2022. Under the terms of the transaction, Sparks common stock holders will receive merger consideration equal to the quotient obtained by dividing (x) the quotient obtained by dividing (1) $275,000,000 plus the Estimated Net Working Capital Adjustment (as defined in the Merger Agreement) by (2) ten dollars and fifteen cents ($10.15) by (y) the Aggregate Fully Diluted Company Shares (the “ Exchange Ratio ”). In addition, at closing and as additional consideration, 10X III will issue to the holders of common stock of Sparks his or her pro rata portion of 4,926,108 earnout shares released and delivered upon satisfaction of milestones. Following the close of the transaction, the resulting holding company expects to be listed on NYSE under the ticker “SPKS”.

The transaction is subject to the expiration or termination of the applicable waiting period under the HSR Act, approval of the merger by shareholders of both 10X III and Sparks, Registration Statement becoming effective, Acquiror Common Stock and Acquiror Warrants shall have been approved for listing on NYSE, directors and executive officers of 10X shall have been removed, Company shall have delivered to Acquiror executed counterparts to all of the Ancillary Agreements and other customary closing conditions. The Boards of Directors of each of the Company and 10X III have unanimously approved the proposed merger. Concurrently with the execution of the merger agreement 10X III entered into the Support Agreement with Sparks and the Sponsor and the directors and officers of 10X III to vote in favor of the transaction. The merger is expected to close in 2023. J. David Stewart, Ryan Maierson, Jiyeon Lee-Lim, Andrea Ramezan-Jackson, Joshua Marnitz, Bradd Williamson, Nineveh Alkhas, Michelle Gross and Eric Volkman of Latham & Watkins (London) LLP and Latham & Watkins LLP acted as legal advisors to 10X. Andy Tucker of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to Sparks. Roth Capital Partners is serving as financial advisor to 10X III in connection with rendering a fairness opinion to 10X III's board of directors regarding the transaction.

Sparks Energy, Inc. cancelled the acquisition of 10X Capital Venture Acquisition Corp. III (NYSE:VCXB) from a group of shareholders in a reverse merger transaction on February 2, 2023. The Parties mutually agreed to terminate the Agreement and Plan of Merger.