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):
December 28, 2022
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 |
| Units,
each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant |
|
VCXB.U |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
VCXB |
|
New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
VCXB WS |
|
New York Stock Exchange |
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in
Item 5.07 of this Current Report on Form 8-K under the heading “Proposal 1” is incorporated by reference into this Item 5.03
to the extent required.
Item
5.07. Submission of Matters to a Vote of Security Holders.
Extraordinary General
Meeting
On December
28, 2022, 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X III”), held an extraordinary
general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 29,486,306
ordinary shares, comprised of 10X III’s Class A ordinary shares, par value $0.0001
per share (“Class A Ordinary Shares”), and 10X III’s Class
B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares,” together with the Class A Ordinary Shares,
the “Ordinary Shares”), were present in person or by proxy, representing approximately 71.65%
of the voting power of the 41,153,000 issued and outstanding Ordinary Shares of 10X III, comprised of 31,153,000 Class A Ordinary Shares
and 10,000,000 Class B Ordinary Shares, entitled to vote at the Extraordinary General Meeting at the close of business on November 21,
2022, which was the record date (the “Record Date”) for the Extraordinary General Meeting. 10X III’s shareholders
of record as of the close of business on the Record Date are referred to herein as “Shareholders”. In connection with
the Extension (as defined below), a total of 186 Shareholders have elected to redeem an aggregate of 25,943,810 Class A Ordinary Shares,
representing approximately 83.28% of the issued and outstanding Class A Ordinary Shares. A summary of the voting results at the Extraordinary
General Meeting for each of the proposals is set forth below.
Proposal 1
The
Shareholders approved, by special resolution, the proposal to amend and restate 10X III’s Amended and Restated Memorandum and Articles
of Association in the form set forth in Annex A of the proxy statement to extend the date by which 10X III must (1) consummate a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business
combination”), (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination,
and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in 10X III’s initial public offering that
was consummated on January 14, 2022 from January 14, 2023 to July 14, 2023 (the “Extended Date”) and
to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an
initial business combination after the Extended Date up to three times, by an additional month each time, upon two days’ advance
notice prior to the applicable deadline, up to October 14, 2023 (the “Extension” and such proposal, the “Extension
Proposal”). The voting results for such proposal were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 26,978,315 |
|
2,507,991 |
|
0 |
|
0 |
On December 28, 2022, to effectuate
the Extension, 10X III filed with the Cayman Islands Registrar of Companies the Second Amended and Restated Memorandum and Articles of
Association of 10X III (the “Second A&R Charter”). The foregoing description of the Second A&R Charter does
not purport to be complete and is qualified in its entirety by the terms of the Second A&R Charter, a copy of which is attached hereto
as Exhibit 3.1 and incorporated herein by reference.
Proposal 2
The proposal to adjourn the Extraordinary
General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event
that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, was not presented
at the Extraordinary General Meeting, as the Extension Proposal received a sufficient number of votes for approval.
Additional Information and
Where to Find It
On December 20, 2022, 10X III,
entered into an Agreement and Plan of Merger by and among 10X III, 10X Sparks Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of 10X III, and Sparks Energy, Inc., a Delaware corporation (“Sparks”), pursuant to which 10X III and Sparks intend
to consummate a business combination (the “Business Combination”). 10X III intends to file with the SEC a Registration Statement
on Form S-4 (as amended, the “Registration Statement”), which will include a preliminary proxy statement/prospectus
of 10X III, in connection with the Business Combination. After the Registration Statement is declared effective, 10X III will mail a definitive
proxy statement/prospectus and other relevant documents to its shareholders. 10X III’s shareholders and other interested persons
are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus
in connection with 10X III’s solicitation of proxies for its shareholders’ meeting to be held to approve the Business Combination
because the proxy statement/prospectus will contain important information about 10X III, Sparks and the Business Combination. The definitive
proxy statement/prospectus will be mailed to shareholders of 10X III as of a record date to be established for voting on the Business
Combination. Shareholders will also be able to obtain copies of the Registration Statement, each preliminary proxy statement/prospectus
and the definitive proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov. In addition,
the documents filed by 10X III may be obtained free of charge from 10X III at https://www.10xspac.com/spacIII. Alternatively, these documents,
when available, can be obtained free of charge by directing a request to: 10X Capital Venture Acquisition Corp. III, 1 World Trade Center,
85th Floor, New York, NY 10007. The information contained on or accessible through 10X III’s corporate website or any other website
that it may maintain is not part of this Current Report on Form 8-K.
Participants in the Solicitation
10X III, Sparks and their
respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of 10X III’s shareholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of 10X III’s directors
and officers in 10X III’s filings with the SEC, including the Registration Statement to be filed with the SEC by 10X III, and such
information and names of Sparks’ directors and executive officers will also be in the Registration Statement to be filed with the
SEC by 10X III, which will include the proxy statement of 10X III for the Business Combination.
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 III’s
or Sparks’ 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 Sparks 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 III and its management, and Sparks 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 III, Sparks, 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 III or to satisfy other closing conditions; (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 Sparks 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 Sparks 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 III’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 December 31, 2021 and its subsequent
Quarterly Reports on Form 10-Q, and in the Registration Statement to be filed by 10X III with the SEC in connection with the Business
Combination.
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 III nor Sparks undertakes any duty to update these forward-looking
statements.
No Offer or Solicitation
This Current Report on Form 8-K
relates to a proposed business combination between 10X III and Sparks. 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 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.
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: December 28, 2022
| | 10X CAPITAL VENTURE ACQUISITION
CORP. III |
| | |
| By: | /s/ Hans Thomas |
| Name: | Hans Thomas |
| Title: | Chairman and Chief Executive Officer |
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