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10X Capital Venture II (VCXA) Secures Backstop for African Agriculture Deal
by Marlena Haddad on 2022-11-04 at 4:50pm

10x Capital Venture II (NASDAQ:VCXA) announced this afternoon that it has secured investors for a backstop non-redemption agreement in connection to its proposed merger with alfalfa farmer African Agriculture just a day after their deal announcement.

On November 3, a 10X II anchor investors agreed to not redeem its shares, and the non-redemption agreement between both sides may be eventually expanded to cover 4,550,000 shares.

The SPAC disclosed today that additional IPO anchor investors have now entered into non-redemption agreements with 10X II and the sponsor.

Pursuant to the non-redemption agreements, the anchor investors have agreed to vote certain ordinary shares now owned or hereafter acquired, representing 3,355,743 10X II ordinary shares in the aggregate, in favor of the proposal to amend the SPAC’s organizational documents to extend the time 10X II is permitted to close a business combination. Parallel to announcing this deal, the SPAC has also asked its shareholders to extend its deadline six months to May 13, 2023 in a November 9 vote.

Additionally, the investors agreed to not redeem their equity securities in connection with the proposed combination. In connection with these commitments from the anchor investors, the sponsor has agreed to transfer to each anchor investor an undisclosed amount of its Class B ordinary shares following the closing.

10X II brings an estimated $202 million into the deal from its current trust and has supplemented this with a $100 million standby equity financing facility from a Yorkville Advisors affiliate.

The deal also includes a forward-purchase agreement (FPA) with Vellar Opportunity Fund, which will purchase 4,000,000 shares, including some that may have otherwise been redeemed. It may increase this amount to up to 10,000,000 shares and will be paid by 10X II up to $2 per share covered by the facility at either the third anniversary of close or earlier if the combined company trades at a VWAP of $3 or below for 20 of 30 trading days. 10X must maintain at least $10 million in cash or commitments available in order for the deal to close.

The parties initially announced their $450 million deal on November 3. New York-based African Agriculture is developing alfalfa farms at two sites in Senegal and Niger.

10X Capital II originally planned to combine with crypto mining hardware firm PrimeBlock in April, but mutually terminated the merger in August. While the parties did not give a reason for terminating the deal just months after announcement, it was likely due to the sharp tumble in the crypto market as the deal was announced before the sector endured a series of shocks.


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