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| CIK | 1848948 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to 10X Capital Venture Acquisition Corp. III - Equity Warrant
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| July 26, 2024 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 06, 2024, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(1) T |
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| July 11, 2024 |
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): July 11, 2024 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 inco |
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| July 10, 2024 |
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): July 10, 2024 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 inco |
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| July 8, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11. |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| June 28, 2024 |
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): June 21, 2024 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 inco |
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| June 21, 2024 |
MUTUAL TERMINATION OF MERGER AGREEMENT Exhibit 10.1 MUTUAL TERMINATION OF MERGER AGREEMENT This Mutual Termination of Merger Agreement (this “Agreement”), dated as of June 21, 2024, is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), 10X AGT Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Acquiror (“Merger Sub”), and American Gene T |
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| June 21, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 21, 2024 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 inco |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| May 10, 2024 |
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): May 9, 2024 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 incorp |
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| May 10, 2024 |
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): May 9, 2024 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 incorp |
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| April 23, 2024 |
10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Late Form 10-K Filing Exhibit 99.1 10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Late Form 10-K Filing New York, NY, April 23, 2024 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (NYSE American: VCXB) (“10X III”), announced today that New York Stock Exchange Regulation, Inc., by letter dated April 17, 2024 (the “Notice”), notified 10X III that it was not in compliance with the N |
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| April 23, 2024 |
10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Late Form 10-K Filing Exhibit 99.1 10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Late Form 10-K Filing New York, NY, April 23, 2024 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (NYSE American: VCXB) (“10X III”), announced today that New York Stock Exchange Regulation, Inc., by letter dated April 17, 2024 (the “Notice”), notified 10X III that it was not in compliance with the N |
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| April 23, 2024 |
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): April 17, 2024 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 inc |
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| April 23, 2024 |
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): April 17, 2024 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 inc |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| March 11, 2024 |
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): March 11, 2024 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 inc |
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| March 11, 2024 |
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): March 11, 2024 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 inc |
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| February 14, 2024 |
SC 13G/A 1 tm245838d36sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) 10X Capital Venture Acquisition Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0 |
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| February 14, 2024 |
SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 10X Capital Venture Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G87077106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] R |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 10X Capital Venture Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G87077106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this St |
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| January 31, 2024 |
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): January 29, 2024 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 i |
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| January 31, 2024 |
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): January 29, 2024 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 i |
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| January 31, 2024 |
10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Noncompliance Exhibit 99.1 10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Noncompliance New York, NY, Jan. 31, 2024 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (NYSE American: VCXB, VCXB.U, VCXB WS) (“10X III”), announced today that NYSE Regulation (“NYSER”), by letter dated January 29, 2024 (the “Notice”), notified 10X III that it is not currently in compliance with S |
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| January 31, 2024 |
10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Noncompliance Exhibit 99.1 10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Noncompliance New York, NY, Jan. 31, 2024 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (NYSE American: VCXB, VCXB.U, VCXB WS) (“10X III”), announced today that NYSE Regulation (“NYSER”), by letter dated January 29, 2024 (the “Notice”), notified 10X III that it is not currently in compliance with S |
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| January 10, 2024 |
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): January 9, 2024 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 in |
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| January 10, 2024 |
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): January 9, 2024 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 in |
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| January 9, 2024 |
10X Capital Venture Acquisition Corp. III Announces Expected Change in Management Exhibit 99.1 10X Capital Venture Acquisition Corp. III Announces Expected Change in Management NEW YORK, NY (United States), Jan. 08, 2024 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (“10X III”) (NYSE American:VCXB), a publicly traded special purpose acquisition company, announced today that, subject to approval by the board of directors, it expects David Weisburd, the current Chi |
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| January 9, 2024 |
Exhibit 10.1 Execution Version JOINDER to LETTER Agreement This Joinder to Letter Agreement (this “Joinder”) is made this 9th day of January, 2024, by Osman Ahmed (the “Officer”), in respect of that certain Letter Agreement (the “Letter Agreement”), dated as of January 11, 2022, by and among 10X Capital SPAC Sponsor III LLC (the “Sponsor”), 10X Capital Venture Acquisition Corp. III (the “Company”) |
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| January 9, 2024 |
10X Capital Venture Acquisition Corp. III Announces Expected Change in Management Exhibit 99.1 10X Capital Venture Acquisition Corp. III Announces Expected Change in Management NEW YORK, NY (United States), Jan. 08, 2024 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (“10X III”) (NYSE American:VCXB), a publicly traded special purpose acquisition company, announced today that, subject to approval by the board of directors, it expects David Weisburd, the current Chi |
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| January 9, 2024 |
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): January 8, 2024 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 in |
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| January 9, 2024 |
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): January 8, 2024 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 in |
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| January 9, 2024 |
Exhibit 10.1 Execution Version JOINDER to LETTER Agreement This Joinder to Letter Agreement (this “Joinder”) is made this 9th day of January, 2024, by Osman Ahmed (the “Officer”), in respect of that certain Letter Agreement (the “Letter Agreement”), dated as of January 11, 2022, by and among 10X Capital SPAC Sponsor III LLC (the “Sponsor”), 10X Capital Venture Acquisition Corp. III (the “Company”) |
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| December 5, 2023 |
Filed by 10X Capital Venture Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. III (Commission File No. 001-41216) Date: December 5, 2023 The following is a transcript of an interview with Jeff Galvin, Chief Exec |
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| November 28, 2023 |
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): November 21, 2023 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 |
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| November 28, 2023 |
10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Late Form 10-Q Filing Exhibit 99.1 10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Late Form 10-Q Filing New York, NY, Nov. 28, 2023 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (NYSE American: VCXB) (“10X III”), announced today that New York Stock Exchange Regulation, Inc., by letter dated November 21, 2023 (the “Notice”), notified 10X III that it was not in compliance with the |
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| November 28, 2023 |
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): November 21, 2023 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 |
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| November 28, 2023 |
10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Late Form 10-Q Filing Exhibit 99.1 10X Capital Venture Acquisition Corp. III Receives NYSE Notice Regarding Late Form 10-Q Filing New York, NY, Nov. 28, 2023 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (NYSE American: VCXB) (“10X III”), announced today that New York Stock Exchange Regulation, Inc., by letter dated November 21, 2023 (the “Notice”), notified 10X III that it was not in compliance with the |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41216 10X CAPIT |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| November 13, 2023 |
List of Subsidiaries of 10X Capital Venture Acquisition Corp. III Exhibit 21.1 List of Subsidiaries of 10X Capital Venture Acquisition Corp. III Name of Subsidiary Jurisdiction of Organization 10X AGT Merger Sub, LLC Delaware |
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| November 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) 10X CAPITAL VENTURE ACQUISITION CORP. |
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| November 13, 2023 |
Exhibit 4.6 PROMISSORY NOTE $xxx,xxx , 20xx For value received, American Gene Technologies International Inc., a Delaware corporation (the “Company”), hereby unconditionally promises to pay to the order of [Investor] or its assigns (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal sum amount set forth above, or such lesser amount as shall |
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| November 13, 2023 |
Exhibit 4.8 THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES EVIDENCED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. SENIO |
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| November 13, 2023 |
Exhibit 10.19 AMERICAN GENE TECHNOLOGY INTERNATIONAL INC. Senior Secured Convertible Promissory NOTE PURCHASE AGREEMENT THIS Secured Convertible Promissory NOTE PURCHASE AGREEMENT (as amended and/or restated from time to time, this “Agreement”), is made as of October 31, 2023 by and between American Gene Technologies International Inc., a Delaware corporation (the “Company”), and each of the indiv |
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| November 13, 2023 |
Exhibit 10.18 AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC. FORM OF NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement (the “Agreement”) is made as of February 25, 2022 (the “Effective Date”) by and among American Gene Technologies International Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto ( |
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| November 13, 2023 |
As filed on November 13, 2023 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1611637 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification C |
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| November 13, 2023 |
Exhibit 4.7 PROMISSORY NOTE $xxx,xxx , 20xx For value received, American Gene Technologies International Inc., a Delaware corporation (the “Company”), hereby unconditionally promises to pay to the order of [Investor] or its assigns (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal sum amount set forth above, or such lesser amount as shall |
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| November 13, 2023 |
Exhibit 10.21 Execution Version INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (“Agreement”) is executed on October 31, 2023 by American Gene Technologies International Inc., a Delaware corporation (together with its successors and assigns, “Grantor”), in favor of Wilmington Trust, National Association, a national banking association, as collateral agent (in |
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| November 13, 2023 |
Certificate of Incorporation of American Gene Technologies International Inc. Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC. American Gene Technologies International Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is American Gene Technologies International Inc. The Corporation’s original Certificate of Incorp |
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| November 13, 2023 |
Exhibit 10.20 EXECUTION VERSION SECURITY AGREEMENT This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of October 31, 2023, is executed by American Gene Technologies International Inc., a Delaware corporation (together with its successors and assigns, the “Company”), in favor of Wilmington Trust, National Association, as c |
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| November 13, 2023 |
Exhibit 10.17 AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC. FORM OF NOTE AND WARRANT PURCHASE AGREEMENT This Note And Warrant Purchase Agreement (the “Agreement”) is made as of February 14, 2019 (the “Effective Date”) by and among American Gene Technologies International Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto ( |
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| November 13, 2023 |
Bylaws of American Gene Technologies International Inc. Exhibit 3.6 BYLAWS OF AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC. Adopted September 5, 2008 TABLE OF CONTENTS Page Article I MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Mitten Consent Without a Meeti |
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| November 8, 2023 |
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): October 31, 2023 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 in |
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| November 8, 2023 |
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): October 31, 2023 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 in |
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| October 26, 2023 |
Filed by 10X Capital Venture Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. III (Commission File No. 001-41216) Date: October 24, 2023 Transcript of Speech by Jeff Galvin, CEO of American Gene Technologies Int |
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| October 16, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D. |
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| October 13, 2023 |
Amendment to Second Amended and Restated Memorandum and Articles of Association of 10X III. Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman 10X Capital Venture Acquisition Corp. III (ROC # 371478) (the “Company”) TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of the Company held on the 12th October 2023, the following special resolutions were passed: 1. RESOLVED, as a special resolution, that the Se |
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| October 13, 2023 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman 10X Capital Venture Acquisition Corp. III (ROC # 371478) (the “Company”) TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of the Company held on the 12th October 2023, the following special resolutions were passed: 1. RESOLVED, as a special resolution, that the Se |
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| October 13, 2023 |
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): October 12, 2023 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 i |
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| October 13, 2023 |
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): October 12, 2023 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 i |
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| October 12, 2023 |
Filed by 10X Capital Venture Acquisition Corp. III pursuant to Filed by 10X Capital Venture Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. III (Commission File No. 001-41216) Date: October 11, 2023 American Gene Technologies® to Present at ROTH MKM 2023 Healthcare Opportu |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1611637 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| October 6, 2023 |
Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October 5, 2023 by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”) and the |
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| October 6, 2023 |
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): October 5, 2023 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 in |
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| October 6, 2023 |
Form of Non-Redemption Agreement. Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October 5, 2023 by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“SPAC”), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”) and the |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| October 6, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 5, 2023 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 in |
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| October 5, 2023 |
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): October 4, 2023 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 in |
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| October 5, 2023 |
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): October 4, 2023 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 in |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| October 5, 2023 |
Exhibit 99.1 10X Capital Venture Acquisition Corp. III Announces Transfer of Listed Securities to the NYSE American New York, NY, Oct. 04, 2023 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (NYSE: VCXB.U, VCXB, VCXB WS) (“10X III”) today announced that it is transferring the listing of its Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), redeemable w |
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| October 5, 2023 |
Exhibit 99.1 10X Capital Venture Acquisition Corp. III Announces Transfer of Listed Securities to the NYSE American New York, NY, Oct. 04, 2023 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. III (NYSE: VCXB.U, VCXB, VCXB WS) (“10X III”) today announced that it is transferring the listing of its Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), redeemable w |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41216 10X CAPITAL VE |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| August 10, 2023 |
Filed by 10X Capital Venture Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. III (Commission File No. 001-41216) Date: August 10, 2023 Correction: Addimmune, a Clinical Stage HIV-Focused Gene Therapy Company, t |
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| August 10, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of August 9, 2023 by and among 10X CAPITAL VENTURE ACQUISITION Corp. III, 10X AGT Merger Sub, LLC, and AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 4 1.01 Definitions 4 1.02 Construction 22 ARTICLE II THE MERGER; CLOSING 23 2.01 The Merger 23 2.02 Effects of the Merger 23 2.03 Closing 23 2.04 Or |
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| August 10, 2023 |
Form of Company Support Agreement Exhibit 10.2 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of [ ● ], 2023, by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”), [ ● ], a [ ● ] (the “Stockholder”), and, solely with respect to Sections 1 - 3 hereof, American Gene Technologies International Inc., a Delaware corporation (the “Compan |
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| August 10, 2023 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ● ], 2023 between [ ● ], a [ ● ] (the “Stockholder”)1, and Addimmune Inc. (f/k/a 10X Capital Venture Acquisition Corp. III), a Delaware corporation (“Addimmune”). The Stockholder and Addimmune are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. |
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| August 10, 2023 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ● ], 2023 between [ ● ], a [ ● ] (the “Stockholder”)1, and Addimmune Inc. (f/k/a 10X Capital Venture Acquisition Corp. III), a Delaware corporation (“Addimmune”). The Stockholder and Addimmune are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. |
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| August 10, 2023 |
Exhibit 10.1 ACQUIROR SUPPORT AGREEMENT This ACQUIROR SUPPORT AGREEMENT (this “Agreement”), dated as of August 9, 2023, is made by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X” or “Acquiror”), American Gene Technologies International Inc., a Delaware corporation (“AGT”), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (th |
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| August 10, 2023 |
Filed by 10X Capital Venture Acquisition Corp. III Filed by 10X Capital Venture Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. III (Commission File No. 001-41216) Date: August 10, 2023 On August 10, 2023, 10X Capital published the following post on LinkedIn: B |
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| August 10, 2023 |
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): August 9, 2023 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 inc |
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| August 10, 2023 |
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): August 9, 2023 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 inc |
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| August 10, 2023 |
Exhibit 10.1 ACQUIROR SUPPORT AGREEMENT This ACQUIROR SUPPORT AGREEMENT (this “Agreement”), dated as of August 9, 2023, is made by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X” or “Acquiror”), American Gene Technologies International Inc., a Delaware corporation (“AGT”), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (th |
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| August 10, 2023 |
Exhibit 99.1 ADDIMMUNETM, A CLINICAL STAGE HIV-FOCUSED GENE THERAPY COMPANY, TO GO PUBLIC THROUGH BUSINESS COMBINATION WITH 10X CAPITAL VENTURE ACQUISITION CORP. III ● Addimmune’s investigational cell therapy, AGT103-T, makes gene modifications to the patients’ immune cells (T cells) that harden those cells against HIV infection and depletion, thus allowing those cells to target and kill HIV inste |
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| August 10, 2023 |
Exhibit 99.1 ADDIMMUNETM, A CLINICAL STAGE HIV-FOCUSED GENE THERAPY COMPANY, TO GO PUBLIC THROUGH BUSINESS COMBINATION WITH 10X CAPITAL VENTURE ACQUISITION CORP. III ● Addimmune’s investigational cell therapy, AGT103-T, makes gene modifications to the patients’ immune cells (T cells) that harden those cells against HIV infection and depletion, thus allowing those cells to target and kill HIV inste |
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| August 10, 2023 |
Form of Company Support Agreement Exhibit 10.2 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of [ ● ], 2023, by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”), [ ● ], a [ ● ] (the “Stockholder”), and, solely with respect to Sections 1 - 3 hereof, American Gene Technologies International Inc., a Delaware corporation (the “Compan |
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| August 10, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of August 9, 2023 by and among 10X CAPITAL VENTURE ACQUISITION Corp. III, 10X AGT Merger Sub, LLC, and AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 4 1.01 Definitions 4 1.02 Construction 22 ARTICLE II THE MERGER; CLOSING 23 2.01 The Merger 23 2.02 Effects of the Merger 23 2.03 Closing 23 2.04 Or |
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| July 11, 2023 |
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): July 10, 2023 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 inco |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41216 10X CAPITAL V |
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| May 23, 2023 |
Exhibit 10.1 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE A |
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| May 22, 2023 |
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): May 19, 2023 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 incor |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4 |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| April 19, 2023 |
EX-99.1 2 d480779dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A ordinary shares, par value $0.0001 per share, of 10X Capital Venture Acquisition Corp. III (this |
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| April 19, 2023 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 10X Capital Venture Acquisition Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G87077106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41216 10X Capital Ven |
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| April 13, 2023 |
Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2022, 10X Capital Venture Acquisition Corp. III (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (“Units”), (ii) |
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| April 13, 2023 |
Exhibit 10.11 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUB |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 10X Capital Venture Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G87077106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this St |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 3, 2023 |
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): February 2, 2023 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 i |
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| February 3, 2023 |
Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Release (“Settlement Agreement”) is entered into this 2nd day of February 2023 (the “Effective Date”), between 10X Capital Venture Acquisition Corp. III and 10X Sparks Merger Sub, Inc. (collectively, “Plaintiffs”), on the one hand, and Sparks Energy, Inc. (“Defendant”) and Ottis Jarrada Sparks, on the other. Plainti |
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| February 1, 2023 |
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): January 30, 2023 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 i |
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| February 1, 2023 |
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): January 30, 2023 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 i |
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| February 1, 2023 |
in the court of chancery of the state of delaware Exhibit 99.1 in the court of chancery of the state of delaware 10X CAPITAL VENTURE ) ACQUISITION CORP. III, a Cayman ) Islands company, and 10X SPARKS ) MERGER SUB, INC., a Delaware ) corporation, ) C.A. No. - ) Plaintiffs, ) ) v. ) ) SPARKS ENERGY, INC., a Delaware ) corporation, ) ) Defendant. ) VERIFIED COMPLAINT Plaintiffs, 10X Capital Venture Acquisition Corp. III and 10X Sparks Merger Sub, I |
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| February 1, 2023 |
in the court of chancery of the state of delaware Exhibit 99.1 in the court of chancery of the state of delaware 10X CAPITAL VENTURE ) ACQUISITION CORP. III, a Cayman ) Islands company, and 10X SPARKS ) MERGER SUB, INC., a Delaware ) corporation, ) C.A. No. - ) Plaintiffs, ) ) v. ) ) SPARKS ENERGY, INC., a Delaware ) corporation, ) ) Defendant. ) VERIFIED COMPLAINT Plaintiffs, 10X Capital Venture Acquisition Corp. III and 10X Sparks Merger Sub, I |
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| January 13, 2023 |
SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G87077106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Ru |
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| January 13, 2023 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of January 13, 2023 is by and among Sandia Investment Management L.P. and Timothy J. Sichler (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and |
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| December 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) 10X Capital Venture Acquisition Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities |
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| December 28, 2022 |
Second Amended and Restated Memorandum and Articles of Association of 10X III. Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X Capital Venture Acquisition Corp. III (adopted by Special Resolution dated 28 December 2022) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 10X Ca |
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| December 28, 2022 |
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 |
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| December 28, 2022 |
Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X Capital Venture Acquisition Corp. III (adopted by Special Resolution dated 28 December 2022) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 10X Ca |
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| December 28, 2022 |
425 1 ea170914-8k42510xcap3.htm CURRENT REPORT 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 001-41 |
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| December 21, 2022 |
425 1 ea170627-42510xcapital3.htm FORM 425 Filed by 10X Capital Venture Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. III (Commission File No. 001-41216) Date: December 21, 2022 FOR IMMEDIATE RELEASE SPARKS E |
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| December 21, 2022 |
EX-10.5 6 ea170678ex10-510xcapital3.htm STANDBY EQUITY PURCHASE AGREEMENT, DATED DECEMBER 20, 2022, BY AND BETWEEN 10X CAPITAL VENTURE ACQUISITION CORP. III AND YA II PN, LTD Exhibit 10.5 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 20, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “I |
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| December 21, 2022 |
EX-99.1 7 ea170678ex99-110xcapital3.htm PRESS RELEASE, DATED DECEMBER 21, 2022 Exhibit 99.1 FOR IMMEDIATE RELEASE SPARKS ENERGY, A LEADER IN POWER INFRASTRUCTURE SERVICES AND RESTORATION, TO LIST ON NEW YORK STOCK EXCHANGE THROUGH MERGER WITH 10X CAPITAL VENTURE ACQUISITION CORP. III ● Sparks Energy, Inc. (“Sparks”), a power infrastructure services firm and a leader in power restoration management |
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| December 21, 2022 |
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 20, 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 |
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| December 21, 2022 |
Exhibit 10.3 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this ?Agreement?) is entered into as of December 20, 2022, by and among 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (?10X?), Ottis J. Sparks, a natural person (the ?Stockholder?), and, solely with respect to Section 1(a) hereto, Sparks Energy, Inc., a Delaware corporation (?Sparks Energy?). Each |
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| December 21, 2022 |
Exhibit 10.4 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [ ? ], 2023 between [ ? ], a [ ? ] (the ?Stockholder?)1 and 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (?10X?). The Stockholder and 10X are sometimes referred to herein individually as a ?Party? and collectively as the ?Parties?. Capitalized terms used b |
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| December 21, 2022 |
EX-10.4 5 ea170678ex10-410xcapital3.htm FORM OF LOCK-UP AGREEMENT Exhibit 10.4 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ● ], 2023 between [ ● ], a [ ● ] (the “Stockholder”)1 and 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”). The Stockholder and 10X are sometimes referred to herein individually as a “ |
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| December 21, 2022 |
Exhibit 10.3 COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this ?Agreement?) is entered into as of December 20, 2022, by and among 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (?10X?), Ottis J. Sparks, a natural person (the ?Stockholder?), and, solely with respect to Section 1(a) hereto, Sparks Energy, Inc., a Delaware corporation (?Sparks Energy?). Each |
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| December 21, 2022 |
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 20, 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 |
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| December 21, 2022 |
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 20, 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 |
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| December 21, 2022 |
425 1 ea170678-8k42510xcap3.htm CURRENT REPORT 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 20, 2022 10X CAPITAL VENTURE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-41 |
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| December 21, 2022 |
Exhibit 10.2 ACQUIROR SUPPORT AGREEMENT This ACQUIROR SUPPORT AGREEMENT (this ?Agreement?), dated as of December 20, 2022, is made by and among 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (?10X?), Sparks Energy, Inc., a Delaware corporation (?Sparks Energy?), and 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the u |
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| December 21, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of December 20, 2022 by and among 10X CAPITAL VENTURE ACQUISITION Corp. III, 10X Sparks Merger Sub, Inc., and SPARKS ENERGY, INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Construction 20 ARTICLE II THE MERGER; CLOSING 20 2.01 The Merger 20 2.02 Effects of the Merger 20 2.03 Closing 20 2.04 Org |
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| December 21, 2022 |
EX-10.5 6 ea170678ex10-510xcapital3.htm STANDBY EQUITY PURCHASE AGREEMENT, DATED DECEMBER 20, 2022, BY AND BETWEEN 10X CAPITAL VENTURE ACQUISITION CORP. III AND YA II PN, LTD Exhibit 10.5 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 20, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “I |
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| December 21, 2022 |
Exhibit 10.2 ACQUIROR SUPPORT AGREEMENT This ACQUIROR SUPPORT AGREEMENT (this ?Agreement?), dated as of December 20, 2022, is made by and among 10x Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (?10X?), Sparks Energy, Inc., a Delaware corporation (?Sparks Energy?), and 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the u |
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| December 21, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE SPARKS ENERGY, A LEADER IN POWER INFRASTRUCTURE SERVICES AND RESTORATION, TO LIST ON NEW YORK STOCK EXCHANGE THROUGH MERGER WITH 10X CAPITAL VENTURE ACQUISITION CORP. III ? Sparks Energy, Inc. (?Sparks?), a power infrastructure services firm and a leader in power restoration management, has entered into a merger agreement with 10X Capital Venture Acquisition Corp |
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| December 21, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of December 20, 2022 by and among 10X CAPITAL VENTURE ACQUISITION Corp. III, 10X Sparks Merger Sub, Inc., and SPARKS ENERGY, INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Construction 20 ARTICLE II THE MERGER; CLOSING 20 2.01 The Merger 20 2.02 Effects of the Merger 20 2.03 Closing 20 2.04 Org |
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| December 9, 2022 |
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 8, 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 ( |
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| December 9, 2022 |
Exhibit 10.1 Execution Version JOINDER to LETTER Agreement This Joinder to Letter Agreement (this ?Joinder?) is made this 8th day of December, 2022, by Kash Sheikh (the ?Director?), in respect of that certain Letter Agreement (the ?Letter Agreement?), dated as of January 11, 2022, by and among 10X Capital SPAC Sponsor III LLC (the ?Sponsor?), 10X Capital Venture Acquisition Corp. III (the ?Company |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use |
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| December 9, 2022 |
DEF 14A 1 def14a122210xcapitalvent3.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary P |
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| December 9, 2022 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT SPAC 10X Capital Venture Acquisition Corp. III, a Cayman Island exempted company (“SPAC”). Sponsor 10X Capital SPAC Sponsor III LLC Investor [ ] Investor Agreements Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Amended and Restated Memorandum and Articles |
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| December 9, 2022 |
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 1, 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 i |
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| November 17, 2022 |
PRE 14A 1 d411443dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Pr |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41216 |
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| May 20, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G87077106 (CUSIP Number) May 12, 2022 (Date of Event which Requires Filing of this Statement) Chec |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4121 |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d279265d10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FI |
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| March 31, 2022 |
EX-4.5 2 d279265dex45.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES 10X Capital Venture Acquisition Corp. III is a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which was adopted |
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| March 1, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 d312464d8k.htm 8-K 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): March 1, 2022 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-41216 98-1594494 (State or o |
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| March 1, 2022 |
EX-99.1 2 d312464dex991.htm EX-99.1 Exhibit 99.1 10X Capital Venture Acquisition Corp. III Announces the Separate Trading of its Ordinary Shares and Warrants, Commencing March 4, 2022 NEW YORK, March 1, 2022 (GLOBE NEWSWIRE) — 10X Capital Venture Acquisition Corp. III (NYSE: VCXB.U) (the “Company”) today announced that, commencing March 4, 2022, holders of the units sold in the Company’s initial p |
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| February 15, 2022 |
10X Capital SPAC Sponsor III LLC - SC 13D SC 13D 1 d226183dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G87077 106 (CUSIP Number) 1 World Trade Center, 85th Floor New York, NY 10007 (212) 257- |
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| February 15, 2022 |
EX-99.1 2 d226183dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of February 14, 2022 by and between 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company, 10X Capital Advisors, LLC, a Delaware limited liability company, Hans Thomas and David Weisburd (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to u |
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| January 21, 2022 |
MMCAP International Inc. SPC - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 10X Capital Venture Acquisition Corp. |
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| January 21, 2022 |
Financial Statements and Exhibits, Other Events 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): January 14, 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 i |
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| January 21, 2022 |
Exhibit 99.1 10X CAPITAL VENTURE ACQUISITION CORP. III Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 14, 2022 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of 10X Capital Venture Acquisition Corp. III Opinion on the Financial Statement We have audited the accompan |
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| January 14, 2022 |
$261,000,000 10X Capital Venture Acquisition Corp. III 26,100,000 Units Table of Contents FILED PURSUANT TO RULE 424(b)(4) REGISTRATION NO. 333-253868 PROSPECTUS $261,000,000 10X Capital Venture Acquisition Corp. III 26,100,000 Units 10X Capital Venture Acquisition Corp. III is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or simila |
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| January 14, 2022 |
EXHIBIT 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of January 11, 2022 by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on |
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| January 14, 2022 |
EXHIBIT 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of January 11, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and 10X Capital SPAC Sponsor III LLC, |
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| January 14, 2022 |
EX-99.1 11 d291511dex991.htm EX-99.1 Exhibit 99.1 10X Capital Venture Acquisition Corp. III Announces Pricing of Upsized $261 Million Initial Public Offering New York, NY, Jan. 11, 2022 (GLOBE NEWSWIRE) — 10X Capital Venture Acquisition Corp. III (the “Company”) today announced the pricing of its upsized initial public offering of 26,100,000 units at a price of $10.00 per unit. The units will be l |
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| January 14, 2022 |
EX-1.1 2 d291511dex11.htm EX-1.1 Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: January 11, 2022 10X CAPITAL VENTURE ACQUISITION CORP. III UNDERWRITING AGREEMENT New York, New York January 11, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters |
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| January 14, 2022 |
EX-10.1 5 d291511dex101.htm EX-10.1 EXHIBIT 10.1 January 11, 2022 10X Capital Venture Acquisition Corp. II 1 World Trade Center, 85th Floor New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among 10X Capital Venture Acqu |
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| January 14, 2022 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED 11 JANUARY 2022 AND EFFECTIVE ON 11 JANUARY 2022) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASS |
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| January 14, 2022 |
EXHIBIT 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of January 11, 2021, is by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WH |
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| January 14, 2022 |
EX-99.2 12 d291511dex992.htm EX-99.2 Exhibit 99.2 10X Capital Venture Acquisition Corp. III Announces Closing of Upsized $300 Million Initial Public Offering New York, NY , Jan. 14, 2022 (GLOBE NEWSWIRE) — 10X Capital Venture Acquisition Corp. III (NYSE: VCXB.U) (the “Company”) today announced that it closed its initial public offering of 30,000,000 units, which was upsized, and includes 3,900,000 |
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| January 14, 2022 |
EX-10.3 7 d291511dex103.htm EX-10.3 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2022, is made and entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fit |
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| January 14, 2022 |
EXHIBIT 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of January 11, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Cantor Fitzgerald & Co. (the ?Purc |
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| January 14, 2022 |
EX-10.6 10 d291511dex106.htm EX-10.6 Exhibit 10.6 10X CAPITAL VENTURE ACQUISITION CORP. III 1 World Trade Center, 85th Floor New York, NY 10007 January 11, 2022 10X Capital SPAC Sponsor III LLC 1 World Trade Center, 85th Floor New York, NY 10007 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp. II |
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| January 14, 2022 |
8-K 1 d291511d8k.htm 8-K 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): January 11, 2022 10X CAPITAL VENTURE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-41216 98-1594494 (State o |
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| January 11, 2022 |
As filed with the U.S. Securities and Exchange Commission on January 11, 2022. As filed with the U.S. Securities and Exchange Commission on January 11, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1611637 (State or other jurisdiction of in |
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| January 11, 2022 |
8-A12B 1 d276146d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1611637 (State of incorporation or organizatio |
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| January 10, 2022 |
* * * [Signature Page Follows] January 10, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 10, 2022 |
10X Capital Venture Acquisition Corp. III 1 World Trade Center, 85th Floor New York, NY 10007 CORRESP 1 filename1.htm 10X Capital Venture Acquisition Corp. III 1 World Trade Center, 85th Floor New York, NY 10007 January 10, 2022 VIA EDGAR Ruairi Regan and Jim Lopez U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: 10X Capital Venture Acquisition Corp. III Registration Statement on Form S-1 Filed March 4, 2021, as amended F |
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| January 4, 2022 |
EX-10.1 4 d145071dex101.htm EX-10.1 Exhibit 10.1 [●], 2022 10X Capital Venture Acquisition Corp. II 1 World Trade Center, 85th Floor New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among 10X Capital Venture Acquisition |
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| January 4, 2022 |
As filed with the U.S. Securities and Exchange Commission on January 4, 2022. Table of Contents As filed with the U.S. Securities and Exchange Commission on January 4, 2022. Registration No. 333-253868 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A |
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| January 4, 2022 |
EX-10.9 8 d145071dex109.htm EX-10.9 Exhibit 10.9 10X CAPITAL VENTURE ACQUISITION CORP. III 1 World Trade Center, 85th Floor New York, NY 10007 [●], 2022 10X Capital SPAC Sponsor III LLC 1 World Trade Center, 85th Floor New York, NY 10007 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp. III (the “ |
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| January 4, 2022 |
Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Cantor Fitzgerald & Co. (the ?Purchaser?) |
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| January 4, 2022 |
Form of Underwriting Agreement. EX-1.1 2 d145071dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: [ ], 2022 10X CAPITAL VENTURE ACQUISITION CORP. III UNDERWRITING AGREEMENT New York, New York [ ], 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladie |
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| January 4, 2022 |
EX-10.2 5 d145071dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company |
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| January 4, 2022 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the ?Sponsor?), Cantor Fitzgerald & Co. (?Cantor?) and the undersigne |
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| January 4, 2022 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 10X CA |
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| January 3, 2022 |
* * * [Signature Page Follows] January 3, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 3, 2022 |
10X Capital Venture Acquisition Corp. III 1 World Trade Center, 85th Floor New York, NY 10007 10X Capital Venture Acquisition Corp. III 1 World Trade Center, 85th Floor New York, NY 10007 January 3, 2021 VIA EDGAR Ruairi Regan and Jim Lopez U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: 10X Capital Venture Acquisition Corp. III Registration Statement on Form S-1 Filed March 4, 2021, as amended File No. 333-253868 Dear M |
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| December 30, 2021 |
10X Capital Venture Acquisition Corp. III 1 World Trade Center, 85th Floor New York, NY 10007 10X Capital Venture Acquisition Corp. III 1 World Trade Center, 85th Floor New York, NY 10007 December 30, 2021 VIA EDGAR Ruairi Regan and Jim Lopez U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: 10X Capital Venture Acquisition Corp. III Registration Statement on Form S-1 Filed March 4, 2021, as amended File No. 333-253868 Dear |
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| December 30, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm December 30, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan and Jim Lopez Re: 10X Capital Venture Acquisition Corp. III Registration Statement on Form S-1 Filed March 4, 2021 File No. 333-253868 Dear Mr. Regan and Mr. Lopez: Pursuant to Rule 461 under the Secur |
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| December 16, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the ?Sponsor?), Cantor Fitzgerald & Co. (?Cantor?) and the undersigne |
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| December 16, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 5 d145071dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as |
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| December 16, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. EX-3.2 3 d145071dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ME |
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| December 16, 2021 |
Form of Underwriting Agreement. EX-1.1 2 d145071dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: [ ], 2021 10X CAPITAL VENTURE ACQUISITION CORP. III UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladie |
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| December 16, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Cantor Fitzgerald & Co. (the ?Purchaser?) |
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| December 16, 2021 |
EX-10.4 11 d145071dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and 10X |
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| December 16, 2021 |
EX-10.1 8 d145071dex101.htm EX-10.1 Exhibit 10.1 [●], 2021 10X Capital Venture Acquisition Corp. II 1 World Trade Center, 85th Floor New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among 10X Capital Venture Acquisition |
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| December 16, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 16, 2021. Table of Contents As filed with the U.S. Securities and Exchange Commission on December 16, 2021. Registration No. 333-253868 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 N |
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| December 16, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S- |
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| December 16, 2021 |
EX-4.1 4 d145071dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] 10X CAPITAL VENTURE ACQUISITION CORP. III UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one Class |
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| December 6, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 3, 2021. S-1/A 1 d145071ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on December 3, 2021. Registration No. 333-253868 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its c |
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| July 2, 2021 |
CORRESP 1 filename1.htm July 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: James Lopez White & Case LLP 1221 Avenue of the Americas New York, NY 10020-1095 T +1 212 819 8200 whitecase.com Re: 10X Capital Venture Acquisition Corp. III Amended Registration Statement |
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| July 2, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 2, 2021. S-1/A 1 d145071ds1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on July 2, 2021. Registration No. 333-253868 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands |
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| July 2, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, |
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| June 15, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: [ ], 2021 10X CAPITAL VENTURE ACQUISITION CORP. III UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, |
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| June 15, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHEREAS, |
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| June 15, 2021 |
Specimen Warrant Certificate.* Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW 10X CAPITAL VENTURE ACQUISITION CORP. III Incorporated Under the Laws of the Cayman Islands CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the |
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| June 15, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 15, 2021. Table of Contents As filed with the U.S. Securities and Exchange Commission on June 15, 2021. Registration No. 333-253868 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A ( |
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| June 2, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 2, 2021. As filed with the U.S. Securities and Exchange Commission on June 2, 2021. Registration No. 333-253868 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other juri |
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| June 2, 2021 |
Exhibit 10.1 [?], 2021 10X Capital Venture Acquisition Corp. II 1 World Trade Center, 85th Floor New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempte |
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| June 2, 2021 |
Form of Audit Committee Charter.* Exhibit 99.1 10X CAPITAL VENTURE ACQUISITION CORP. III AUDIT COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of 10X Capital Venture Acquisition Corp. III (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with |
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| June 2, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* EX-3.2 2 d145071dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. III (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ME |
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| June 2, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] 10X CAPITAL VENTURE ACQUISITION CORP. III UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one Class A ordinary share, par value $0.0 |
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| June 2, 2021 |
Exhibit 10.9 10X CAPITAL VENTURE ACQUISITION CORP. III 1 World Trade Center, 85th Floor New York, NY 10007 [?], 2021 10X Capital SPAC Sponsor III LLC 1 World Trade Center, 85th Floor New York, NY 10007 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among 10X Capital Venture Acquisition Corp. III (the ?Company?) and 10X Capital SPAC Spons |
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| June 2, 2021 |
EX-10.6 10 d145071dex106.htm EX-10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or |
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| June 2, 2021 |
Form of Nominating and Corporate Governance Committee Charter. * EX-99.6 15 d145071dex996.htm EX-99.6 Exhibit 99.6 10X CAPITAL VENTURE ACQUISITION CORP. III NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective , 2021 I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of 10X Capital Venture Acquisition Corp. III (the “Company”) to: (i) identify and screen individuals |
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| June 2, 2021 |
Specimen Class A Ordinary Share Certificate.* Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] 10X CAPITAL VENTURE ACQUISITION CORP. III CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of fully paid and non-assessable Class A ordinary shares, par value $0.0001 per share (the ?Ordinary Shares?), of 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), transferable on the |
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| June 2, 2021 |
EX-10.5 9 d145071dex105.htm EX-10.5 Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Canto |
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| June 2, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?), 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the ?Sponsor?), Cantor Fitzgerald & Co. (?Cantor?) and the undersigne |
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| June 2, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and 10X Capital SPAC Sponsor III LLC, a Cayma |
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| June 2, 2021 |
Form of Code of Business Conduct and Ethics.* Exhibit 14 10X CAPITAL VENTURE ACQUISITION CORP. III CODE OF BUSINESS CONDUCT AND ETHICS Effective , 2021 I. INTRODUCTION The Board of Directors (the “Board”) of 10X Capital Venture Acquisition Corp. III has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to |
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| June 2, 2021 |
Form of Compensation Committee Charter.* Exhibit 99.2 10X CAPITAL VENTURE ACQUISITION CORP. III COMPENSATION COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of 10X Capital Venture Acquisition Corp. III (the ?Company?) to: (A) assist the Board in overseeing the Company?s employee compensation policies and practices, including (i) determinin |
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| June 2, 2021 |
EX-10.2 6 d145071dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company |
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| March 4, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by 10X Capital Venture Acquisition Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors |
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| March 4, 2021 |
Consent of Christopher Jurasek. EX-99.3 6 d145071dex993.htm EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by 10X Capital Venture Acquisition Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as |
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| March 4, 2021 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on March 4, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdicti |
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| March 4, 2021 |
Promissory Note issued to 10X Capital SPAC Sponsor III LLC.* Exhibit 10.7 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 4, 2021 |
Memorandum and Articles of Association.* EX-3.1 2 d145071dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. III Auth Code:E14563871279 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. III 1 |
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| March 4, 2021 |
Securities Subscription Agreement between the Registrant and 10X Capital SPAC Sponsor III LLC. Exhibit 10.8 10X Capital Venture Acquisition Corp. III 1 World Trade Center, 85th Floor New York, NY 10007 February 18, 2021 10X Capital SPAC Sponsor III LLC 1 World Trade Center, 85th Floor New York, NY 10007 RE: Securities Subscription Agreement Ladies and Gentlemen: 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (the ?Company?, ?we? or ?us?), is pleased to accept t |
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| March 4, 2021 |
EX-99.5 8 d145071dex995.htm EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by 10X Capital Venture Acquisition Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as |
