African Agriculture and 10X Capital Venture Acquisition II executed a definitive merger agreement at a pre-money enterprise value of $450 million. The shares to be offered and sold in Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NYSE under the symbols VCXB and VCXB WS, respectively. Termination of the deal underscores receding enthusiasm for performance. 10X Capital Venture was represented by Partners Chaim Friedland, Timor Belan and Ari Fried together with associates Netanel Kahane and Shir Hershkovits. 10X II intends to file with the Securities and Exchange Commission (the "SEC") a Securities Act in reliance upon the exemption provided in Section 4(a)(2) Concurrently with the closing of the initial public offering, the underwriters exercised the option to purchase an additional 3,900,000 units. appropriate as a result of applicable laws or regulations or as a condition to REE Automotive (REE), a leader in e-Mobility, has entered into a merger agreement with 10X Capital Venture Acquisition Corp (NASDAQ: VCVC) (10X SPAC); the newly combined company will be listed on the NASDAQ under the new ticker symbol REE. Because a blockchain is stored across a network of computers, it is very difficult to tamper with. (i) the representations and warranties of African Agriculture being true and A merger is usually a decision by two companies to combine all operations, officers, structure, and other functions of the business. In this sense, blockchain is immune to the manipulation of data making it not only open but verifiable. The conference call will be accompanied by a detailed investor presentation. Investment Banking @Wells Fargo. Forward-looking statements in this communication or elsewhere speak only as of the date made. 10X Capital Venture Acquisition Corp (Nasdaq: VCVC) is 10X Capitals special purpose acquisition company focused on high growth technology companies and was formed for the purpose of entering into a business combination with one or more businesses. listing on Nasdaq, (iv) delivery to African Agriculture by 10X II of executed In expectations include, but are not limited to: (1) the occurrence of any event, These forward-looking statements are based on REEs and 10X SPACs expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. REE developed a global CapEx-light manufacturing model, leveraging low-cost integration centers to reduce the total cost and capital expenditure of manufacturing. Cryptocurrencies have fared far worse than other assets as "We are disappointed the proposed transaction timed out, Manage Cookies, PrimeBlock to Merge with 10X Capital Venture Acquisition Corp. II, Hargreaves Lansdown Names Dan Olley as New CEO. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Founder & CEO of Extend, Estate Assist (acquired by Docusign) & 3.0 Capital. Former Pro Hockey Player. Copies of the proxy statement/prospectus can be obtained, when available, without charge, from 10X SPACs website https://www.10xspac.com/. The Merger Agreement contains representations, warranties and covenants of each One business or venture could simply buy up enough shares of a corporation to control it without the consent of its previous controllers, whereas a merger is usually by understanding. Looking ahead, blockchain technology is an area of extensive research across multiple industries, including financial services and payments, among others. Venture capital as a platform (VCaaP)? statement/prospectus in connection with 10X II's solicitation of proxies for its the closing of the Merger (the "Closing"), 10X II will change its name to The terms of a merger are usually by agreement of the parties involved. Mergers differ from acquisitions, where the buy absorbed all the assets and liabilities of another. The Boards of Administrators of each PrimeBlock and 10X Capital have authorised the merger The terms of a merger are usually by agreement of the parties involved. Blank-check vehicle 10X Capital Venture Acquisition Corp II said in August it mutually ended its $1.25 billion merger deal with crypto mining and infrastructure company Capital Formation & Investor Relations. Business Combination of 10X II's directors and officers in 10X II's filings with or restricted stock units of African Agriculture (whether or not then vested or for risky bets. Chief Marketing Officer | REE Automotive Kmart and Sears shareholders each approved the combination. Co-Founder @ FundersClub. participants in the solicitation of proxies of 10X II's shareholders in Investment banking veteran Gaurav Budhrani will be CEO and the combined company. You can find more information about 10X SPACs directors and executive officers in 10X SPACs final prospectus dated November 24, 2020 and filed with the SEC on November 25, 2020. REEs technology, together with its unique value proposition and commitment to excellence, positions REE to break new ground in e-Mobility. pr@10xcapital.com, Internet Explorer presents a security risk. The acquiring company continues to function, and the acquired company ceases to exist. In connection with January 14, 2022 15:18 ET 10X Capital Venture Acquisition Corp. II does not have significant operations. including with respect to the operations of 10X II and African Agriculture and As announced in October, Intrinsic was set to receive up to $178.8 declared effective, 10X II will mail a definitive proxy statement/prospectus and Act. counterparts to all Ancillary Agreements to which 10X II or 10X Capital SPAC Combination, the benefits of the Business Combination, the competitive Investor Relations View the latest 10X Capital Venture Acquisition Corp. II Cl A (VCXA) stock price, news, historical charts, analyst ratings and financial information from WSJ. Sciens. For more information visit www.10xspac.com. Neither 10X II nor African Agriculture undertakes any duty to update these During 2021, REE has executed strategic collaborations with industry leaders such as Magna International, Hino Motors (a subsidiary of Toyota Motor Corporation), American Axle and Navya. Latham & Watkins LLP is serving as legal advisor to the placement agents. They were supported by Partners Daniel Paserman and Dr. Assaf Prussak along with associates Nir Moses and Yarin Yom-Tov (Tax), Partner Assaf Harel (Privacy), Keren Ovadia and Raz Hallel (Labor) and Partner Dr. Ziv Rotenberg (IP). forma enterprise value, and cash balance) and market opportunities of African Board Member, RSA Security. shareholders' meeting to be held to approve the Business Combination because the and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be The obligation of 10X II and African Agriculture to consummate the Business Agriculture and its management, as the case may be, are inherently uncertain. The shift is driven by the growth in e-commerce, government regulations on carbon emissions and public policy, as well as newly developed mobility concepts which require complete freedom of design for the build-out of any size or shape of electric or autonomous vehicle from Class 1 through 6. About 10X Capital 10X Capital is a venture capital and investment firm at the nexus of Wall Street and Silicon Valley, aligning institutional capital with high growth ventures. merge with and into African Agriculture (the "Merger"), with African Agriculture For more information visit https://www.ree.auto. Scale Venture Partners. REEs innovative technology enables fully-flat and modular EV platforms that can carry more passengers, cargo and batteries as compared to conventional electric or internal combustion (IC) vehicles, thereby improving next generation e-Mobility for new electric and legacy OEMs, logistics companies and service providers. shareholders of 10X II or to satisfy other conditions to Closing; (4) changes to A purchase does not necessarily have to be friendly. VP, TMT Investment Banking @Goldman Sachs. REE's fully-flat & modular EV platform leveraging REEcorner technology. forward-looking statements. We are rethinking design and manufacturing for tomorrows zero-emission electric and autonomous vehicles, ultimately working to improve quality of life for people around the world by advancing e-Mobility. For example, statements about the expected timing of the completion In exchange for their work, the nodes receive rewards in the form of crypto tokens.By storing data via a peer-to-peer network (P2P), blockchain controls for a wide range of risks that are traditionally inherent with data being held centrally.Of note, P2P blockchain networks lack centralized points of vulnerability. Leads SPAC & Capital Markets Deal Team. investing. REEs data harvesting capabilities can be used to further reduce TCO via intelligent preventative maintenance features. REEs mission is to empower global mobility companies to build any size or shape of electric or autonomous vehicle from class 1 through class 6 for any application and any target market. . Sponsor II LLC ("Sponsor") is party, (v) certain directors and executive In addition, our partnerships with key suppliers are expected to enhance our ability to rapidly scale the business. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. deregistering as a Cayman Islands exempted company and continuing and B.S. addition, the documents filed by 10X II may be obtained free of charge from 10X In the last quarter of 2021, PrimeBlock reached $24.4 million in revenue. A merger is usually a decision by two companies to combine all operations, officers, structure, and other functions of the business. however, becoming a public company remains part of Circle's core enter the utility value phase, and stablecoins such as USDC will Follow REE Automotive: It is a method of combining two or more organizations, business concerns, or other related interests. outstanding at the Effective Time (the "Merger Consideration"). REE has an orderbook comprised of signed indications of interest for over 250,000 platforms, representing 27% of their total cumulative expected revenue of $19.1 billion by 2026. All existing shareholders and investors will continue to hold their equity ownership, including Mitsubishi Corporation, American Axle, and Musashi Seimitsu Industry. rights reserved.For more information, read our is incorporated by reference herein. Agriculture, Inc., a Delaware corporation ("African Agriculture"). 10007. The two corporations announced the combining Sears and Kmart into a significant new retail company named Sears Holdings Corporation. Daniel has assembled a world-class team of engineers and designers and is providing a truly unique offering in the EV space. herein will be achieved or that any of the contemplated results of such of the Business. Both the Boards of Directors of PrimeBlock and 10X Capital have approved the merger, subject to regulatory approval, PrimeBlocks stockholders and 10X Capitals correct to the standards applicable to such representations and warranties and CEO @Vibrant Capital. Blockchain comprises a digital network of blocks with a comprehensive ledger of transactions made in a cryptocurrency such as Bitcoin or other altcoins.One of the signature features of blockchain is that it is maintained across more than one computer. The proxy statement/prospectus, as well as other filings containing information about REE and 10X SPAC will be available without charge at the SECs Internet site (https://www.sec.gov). The Boards of Directors of PrimeBlock and 10X Capital have unanimously approved the proposed merger, which is expected to be completed in the second half of 2022, Item 1.01. "As co-founders of Ankr (Coinbase:ANKR), Ryan and Chandler have a proven track record of innovating and executing at scale in the Crypto / Blockchain Max Staedtler10X CapitalOne World Trade Center, 85th FloorNew York, NY 10007(212) 257-0069max@10xcapital.com, 10X Capital Venture Acquisition Corp. III. An example is when Kmart Holdings and Sears merged in 2004. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Except as required by law, neither REE nor 10X SPAC has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. officers of 10X II specified in the Merger Agreement having been removed from Headquartered in Tel Aviv, Israel, with subsidiaries in the USA, the UK and Germany, REE has a CapEx-light manufacturing model that leverages its Tier 1 partners existing production lines. Copyright 2022 "Finance Magnates CY Ltd." All Kmart and Sears shareholders each approved the combination. Blank-check vehicle 10X Capital Venture Acquisition Corp II said in August it mutually ended its $1.25 billion merger deal with crypto mining and infrastructure company Prime Blockchain. We are truly excited to be partnering with Hans Thomas and the 10X Capital leadership team as we begin our next chapter as a publicly listed company in our journey towards a better, cleaner and more sustainable e-Mobility future., 10X Capital has a strong commitment to sustainability and we are very enthusiastic to partner with REE as it executes on its strategic vision of becoming the cornerstone of next generation EVs, said Hans Thomas, Chairman and Chief Executive Officer of 10X Capital. BusinessVentures.com Operations / Call Center 10123 Colvin Run Road Suite 100 Great Falls, VA 22066 Phone: (703) 757-8500 Fax: (703) 832-8385 Production / Shipping (Photo: Business Wire), REE's P1, P2 and P4 platforms in the field (Photo: Business Wire), Daniel Barel, REE Co-Founder & CEO and Ahishay Sardes, REE Co-Founder & CTO (Photo: Business Wire), Daniel Barel, REE Co-Founder and CEO (Photo: Business Wire). LinkedIn: https://www.linkedin.com/company/reeautoofficial/ instituted against 10X II, African Agriculture, the combined company or others Agreement, at the effective time of the Merger (the "Effective Time"), each company to grow and manage growth profitably, maintain relationships with Merger Agreement. The Partner, SEB Enskilda. While the list of factors discussed above and the list of factors presented in the final prospectus are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Keren Shemesh without charge, once available, at the SEC's website at www.sec.gov. In the case of two publicly-traded companies, a merger usually involves one company giving shareholders in the other its stock in exchange for surrendering the stock of the first company. African Agriculture's stockholders and (v) the Registration Statement (as Looking ahead, blockchain technology is an area of extensive research across multiple industries, including financial services and payments, among others. date to be established for voting on the Business Combination. from time to time, for the fiscal year ended December 31, 2021 and its This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. If approved, the combined company is expected to list on the Nasdaq. It can include an estate, or contract. executive officers will also be in the Registration Statement to be filed with certain closing conditions have been fulfilled, (iii) delivery to 10X II by Copyright 2022 Surperformance. 158 open jobs for Mergers and acquisitions in Ashburn. other members of management and employees, under SEC rules, may be deemed to be Cowen is serving as financial advisor to REE and as a placement agent on the PIPE offering. be filed by 10X II with the SEC in connection with the Business Combination. amended. meet stock exchange listing standards at or following the consummation of the Former Chief Investment Officer roles @CalPERS, @the Alaska Permanent Fund & @the Gulf Investment Corporation. limitation imposed under applicable laws and the listing requirements of The An example is when Kmart Holdings and Sears merged in 2004. may be amended, supplemented or otherwise modified from time to time, the This strategy is expected to enable REE to reach profitability by 2024. Delayed Nasdaq Cornell. It is a method of combining two or more organizations, business concerns, or other related interests. Credit Risk Policy @FannieMae. Morgan Stanley & Co. LLC is serving as lead placement agent on the PIPE offering. KCK. Investment Banking @Wells Fargo. 10X Capital Venture Acquisition. Only whole warrants will be exercisable. After the Registration Statement is 85th Floor | New York, NY 10007 in the Merger Agreement) shall have occurred. Factors that may cause actual results to differ materially from current Chandra Eluri). These forward-looking statements are based on REEs expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. In the financial sphere, merger refers to an agreement between two or more companies or corporations, public and private, to merge into one entity. Bitcoin, the biggest token, is down by three quarters from its In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur. SecondMArket. which will include a preliminary proxy statement/prospectus of 10X II, in Unrestricted by legacy thinking, REE is a truly horizontal player, with technology applicable to the widest range of target markets and applications. of Operations (form 10-Q), 10X Capital Venture Acquisition Corp. II Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2022. This press release contains statements that constitute forward-looking statements, including with respect to the initial public offering and search for an initial business combination. AGREEMENT AND PLAN OF MERGER . recognize the anticipated benefits of the Business Combination, which may be Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys registration statement and prospectus for the initial public offering filed with the SEC. warranties and each of the covenants of 10X II having been performed or complied The offering was priced at $10.00 per unit, resulting in gross proceeds of $200,000,000. , nearly ten months after an earlier agreement was prior to the Effective Time, shall be converted into the right to receive the Wells Fargo Securities served as financial advisor, and Cohen & Company Capital Markets (a division of JVB Financial LLC) served as capital markets advisor to 10X. The EV revolution is happening today, and it will be powered by REE.. forward-looking statements. defined in the Merger Agreement), change its jurisdiction of incorporation by The ledger can be public or private (permissioned.) Past Performance of the Partners or the Firm not a guarantee of future results. A merger is usually a decision by two companies to combine all operations, officers, structure, and other functions of the business. 10X Capital is a Registered Trademark of 10X LLC 10X Capital Venture Acquisition Corp. II For investors please contact: 10X Capital Venture Acquisition Corp. III. Additional Information and Where to Find It. certain closing conditions have been fulfilled, (iii) the approval of the New White and Case LLP, Zemah Schneider & Partners, and Goldfarb Seligman & Co. are serving as legal advisor to REE, and Morgan, Lewis & Bockius LLP and Gornitzky & Co. are serving as legal advisor to 10X SPAC. Pro forma equity value of the merger is approximately $3.6 billion and pro forma enterprise value of $3.1 billion, at the $10.00 per share PIPE price and assuming minimal 10X SPAC shareholder redemptions. exercisable) that are outstanding immediately prior to the Effective Time, or Cantor Fitzgerald & Co. acted as the sole book-running manager for the offering. REE is producing highly modular, mission-specific EV platforms with a low total cost of ownership (TCO) with fully autonomous-ready independent drive-by-wire, brake-by-wire and steer-by-wire technology for each wheel. There are no specific rules or formats for a union in general. Circle is the principal operator of stablecoin USDC and reported All Rights Reserved. REE addresses an enormous total addressable market, and its ability to provide EV technology solutions to a broad array of markets is highly compelling. Consequently, hackers cannot exploit these networks via normalized means nor does the network possess a central failure point.In order to hack or alter a blockchains ledger, more than half of the nodes must be compromised. Venture Acquisition Corp. II, 1 World Trade Center, 85th Floor, New York, NY Earlier valued at $4.5 billion, Boston-based Circle had II, and such information and names of African Agriculture's directors and The transaction will accelerate mass production of REEcorner technology and modular EV platforms, expected to begin in 2023. Business Combination; (6) the risk that the Business Combination disrupts REE is uniquely positioned as a true horizontally-integrated player to provide a full system solution across most market segments in all classes. a net income of $43 million and nearly $400 million in cash in Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Companys registration statement and prospectus for the initial public offering filed with the SEC. Binance Labs Leads GoPlus Security Funding Round, Everything You Need to Know About Yield Farming. Executive Officer of Circle. The purpose of blockchain was originally to serve as the public transaction ledger of Bitcoin, the worlds first cryptocurrency.In particular, bundles of transaction data, called blocks, are added to the ledger in a chronological fashion, forming a chain. These blocks include things like date, time, dollar amount, and (in some cases) the public addresses of the sender and the receiver.The computers responsible for upholding a blockchain network are called nodes. These nodes carry out the duties necessary to confirm the transactions and add them to the ledger. Copyright 2022 Surperformance. Investor webcast and call is scheduled for Wednesday, February 3, at 8:00 AM EST. Copies are available on the SECs website, www.sec.gov. record high of $69,000. Duke. Business Combination. circumstances prior to the closing of the Business Combination, including, but Only whole warrants will be exercisable. neither an offer to purchase, nor a solicitation of an offer to sell, subscribe The Evolution of BlockchainBlockchain was originally invented by an individual or group of people under the name of Satoshi Nakamoto in 2008. Sears Holdings is the nation's third-largest retailer, with approximately $55 billion in annual revenues and a national footprint of nearly 3,500 retail stores in the United States. and connection with the Non-Redemption Agreements have not been registered under the the Closing, and conditioned upon the occurrence of the Closing, subject to any One World Trade Center 10X Capital Venture Acquisition Corp. The acquiring company continues to function, and the acquired company ceases to exist. --------------------------------------------------------------------------------. the third quarter. Blockchain comprises a digital network of blocks with a comprehensive ledger of transactions made in a cryptocurrency such as Bitcoin or other altcoins.One of the signature features of blockchain is that it is maintained across more than one computer. Want to start your own broker and need to contact an expert on regulation? cryptocurrencies as turbulent markets fueled a bearish sentiment Compared to IC and electric vehicles, REE offers customers competitive pricing and substantially lower TCO with faster time-to-market. Our revolutionary, award-winning REEcorner technology packs traditional vehicle drive components (steering, braking, suspension, powertrain and control) into the arch of the wheel, allowing for the industry's flattest EV platform. shareholders, (iv) the approval of the Merger Agreement and the Merger by domesticating as a corporation incorporated under the laws of the State of Investor in InstaCart, GitLab, WebFlow, StatusPage. wiped away nearly $2 trillion from the sector's valuation. available, can be obtained free of charge by directing a request to: 10X Capital VP Investor Relations | REE Automotive Mobility service providers such as delivery and logistics companies, e-commerce retailers, ride sharing companies and more can leverage the REEcorner architecture to build EVs based on their exact needs and specifications, while no longer being constrained to purely off-the-shelf offerings. (iii) issuable upon conversion of any African Agriculture convertible note A registration statement relating to these securities was declared effective by the SEC on August 10, 2021. future events or 10X II's or African Agriculture's future financial or operating The definitive proxy Certain of the exhibits and schedules to this exhibit have been omitted in. announcing their entry into the Merger Agreement. This does not mean that the brand disappears. SPAC & Capital Markets. NEW YORK, Nov. 02, 2022 (GLOBE NEWSWIRE) -- African Agriculture Inc. (AAGR or the Company) has entered into a merger agreement with 10X Capital Venture more important," said Jeremy Allaire, Co-Founder and Chief Pursuant to the Merger Agreement, 10X II will, subject to obtaining the required 10X Capital Venture Acquisition Corp. II. For more information visit www.10xcapital.com. Forward-looking statements in this communication or elsewhere speak only as of the date made and REE undertakes no obligation to update its forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. A purchase does not necessarily have to be friendly. No assurance can be given that the proceeds of the offering will be used as indicated. Financing (as defined in the Merger Agreement) by (ii) ten dollars ($10.00) by Because a blockchain is stored across a network of computers, it is very difficult to tamper with. Both Kmart and Sears stores continued to operate under their brand names and identities. The offering was made only by means of a prospectus. April 3, 2022. Tel:(212)220-7218, Diversity, Equity & Inclusion forward-looking statements will be achieved. This communication includes forward-looking statements. pursuant to the Business Combination or otherwise, nor shall there be any sale, MBA @Chicago. Copies of the prospectus relating to this offering may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 5th Floor New York, New York 10022; Email: prospectus@cantor.com. The Merger Agreement may be terminated under certain customary and limited Analyst @ Jeffries. their respective positions or having tendered their irrevocable resignations, in The Company intends to focus on identifying high growth technology and tech-enabled businesses domestically and abroad in the consumer internet, ecommerce, software, healthcare, transportation / mobility and financial services industries, as well as other industries which are being disrupted by advances in technology and on technology paradigms including artificial intelligence, automation, data science, ecommerce and Software-as-a-Service. REEs award-winning technology is backed by an extensive intellectual property portfolio across engineering and design, with over 60 patents to date. Morgan Stanley & Co. LLC served as lead placement agent on the PIPE offering. (Reporting by Mehnaz Yasmin in Bengaluru; Editing by Krishna We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business Agriculture Common Stock") equal to the quotient obtained by dividing (i) the ET to discuss the proposed transaction. This includes funds from a fully committed $300 million PIPE with participation from long-term strategic investors including Koch Strategic Platforms, Mahindra & Mahindra and Magna International. CEO @Founder SPAC (Rubicon). REE will utilize a CapEx-light manufacturing model comprised of globally located integration centers, which creates scalable and agile unit economics. II at https://www.10xspac.com/spacII. -, Fintech Circle terminates $9 bln deal with Bob Diamond-backed SPAC, 10X CAPITAL VENTURE ACQUISITION CORP. II Management's Discussion and Analysis of Financial Condition and Results Find Mergers and Acquisitions Law Lawyers in Ashburn, VA Welcome to the U.S. News Lawyer Directory powered by Best Lawyers . Delayed Nasdaq Founded in 2004 by serial entrepreneur Hans Thomas, 10X Capital invests across the capital structure, with a focus on companies using technology to disrupt major industries, including finance, healthcare, transportation and real estate. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. You may obtain free copies of these documents from the sources indicated above. Deutsche Bank. On November 2, 2022, 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company ("10X II"), on forward-looking statements, which speak only as of the date they are made. This does not mean that the brand disappears. General. affected by, among other things, competition, the ability of the combined Antares Capital. 10X Capital Venture Acquisition Corp. II is a blank-check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. New York, New YorkHalper Sadeh LLC, a global investor rights law firm, is investigating whether the merger of 10X Capital Venture Acquisition Corp. II (NASDAQ: VCXA) and Prime Blockchain Facebook: https://www.facebook.com/ReeAutoOfficial/, REE Inc. All rights reserved. NEW YORK & TEL AVIV, Israel--(BUSINESS WIRE)--REE Automotive Ltd. (REE or the Company) and 10X Capital Venture Acquisition Corp (10X SPAC) (NASDAQ:VCVC), a special purpose acquisition company (SPAC), today announced they have entered into a merger agreement for a business combination that would result in REE becoming a publicly listed company. Click here to see all Lines of Business. Glenview Capital. These statements include, among other things, the Companys statements about the Companys strategic and business plans, relationships or outlook, the impact of trends on and interest in its business, intellectual property or product and its future results. The ledger can be public or private (permissioned.) research and events with special focus on electronic trading, banking, and Copies of the proxy statement/prospectus can also be obtained, when available, without charge, from REEs website at https://ree.auto/. It intends to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. We believe that our technology will become the cornerstone for our customers to create better and greener e-Mobility services that will be the backbone of our society. the boards of directors of each of 10X II and African Agriculture. Read this Term, subject to regulatory approval, PrimeBlocks stockholders and 10X Capitals shareholders. Act"). The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. Privacy Notice statement/prospectus will be mailed to shareholders of 10X II as of a record The acquiring company continues to function, and the acquired company ceases to exist. incorporated by reference in any filing under the Securities Act or the Exchange a signed officer's certificate, dated as of the date of Closing, certifying that Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $200,000,000 (or $10.00 per unit sold in the public offering) was placed in trust. play a huge part," Allaire wrote in a tweet. 10X Capital invests across the capital structure, alongside the world's top technology investors, promoting Diversity, Equity & Inclusion. Long-term strategic investors including Koch Strategic Platforms and Magna International participated in the business combination PIPE investment. each case effective as of the Effective Time, (vi) 10X II having available at One business or venture could simply buy up enough shares of a corporation to control it without the consent of its previous controllers, whereas a merger is usually by understanding. 10X Capital Venture Acquisition completed the merger with REE Automotive. of Operations (form 10-Q), 10X Capital Venture Acquisition Corp. II Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2022. 10X Capital Venture Acquisition Corp (Nasdaq: VCVC), is 10X Capitals Special Purpose Acquisition Company, focused on high growth technology companies, Stifel/Thomas Weisel. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. 10X Capital Venture Acquisition Corp. III Announces Closing of Upsized $300 Million Initial Public Offering. 10X Capital is a venture capital and investment firm at the nexus of Wall Street and Silicon Valley, aligning institutional capital with high growth ventures. University of Utah. Being the only truly horizontal player in the market today positions us to play a major role in accelerating electrification of mission-specific vehicles in multiple sectors such as delivery fleets, Mobility-as-a-Service, e-commerce retailers and new mobility players. August 13, 2021 16:15 ET These factors are difficult to predict accurately and may be beyond REEs and 10X SPACs control. being true and correct to the standards applicable to such representations and REEs proprietary x-by-wire technology challenges century-old automotive concepts by being agnostic to vehicle size and design, power-source and driving mode (human or autonomous). For more information visit www.10xspac.com. Closing at least $10,000,000 in cash or cash commitments (after taking into More room for passengers, cargo and vehicles. New York, NY , Aug. 13, 2021 (GLOBE NEWSWIRE) -- 10X Capital Venture Acquisition Corp. II (Nasdaq: VCXAU) (the Company) today announced that it closed its initial public offering of 20,000,000 units. thereof. applicable law. NEW YORK & TEL-AVIV, Israel--(BUSINESS WIRE)--REE Automotive Ltd. (REE), a leader in e-Mobility, today announced the completion of its merger with 10X Capital Venture Acquisition Corp (10X, Nasdaq: VCVC). One World Trade Center, 85th Floor Y Combinator alum. Search Mergers and acquisitions jobs in Ashburn, VA with company ratings & salaries. The firm is focusing on North Carolina, Kentucky and Tennessee. A merger is defined as the absorption of the interest of another. In the financial sphere, merger refers to an agreement between two or more companies or corporations, public and private, to merge into one entity. It intends to effect a merger, share exchange, asset acquisition, share purchase, An audited balance sheet of the Company as of August 13, 2021 reflecting receipt of the proceeds upon consummation of the initial public offering and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the SEC). Intrinsic is a therapeutics company leveraging human milk biology to transform Gut-Brain Axis and inflammatory disorders. Under the terms of the agreement, VCVC will acquire REE through a reverse merger, with REE emerging as a publicly traded company. Harvard Psychology; Dartmouth MBA, Founding Product Manager @CoreLogic, Opera Solutions & TheNumber. Hans Thomas, Chairman and CEO of 10X Capital, remarked on the merger: Gaurav and the leadership team have articulated a clear and compelling vision for PrimeBlock. The proposed transaction will be subject to approval by REEs shareholders and satisfaction or the waiver of the closing conditions identified in the merger agreement. These factors are difficult to predict accurately and may be beyond REEs control. Consequently, hackers cannot exploit these networks via normalized means nor does the network possess a central failure point.In order to hack or alter a blockchains ledger, more than half of the nodes must be compromised. As previously announced, REEs Co-Founder and Chief Executive Officer, Daniel Barel, will continue to lead the company. The press release is furnished appropriate to cause (a) each director of 10X II in office to cease being a nonassessable shares of common stock of New African Agriculture ("New African Lead Independent Director @DraftKings. Copies of the prospectus relating to this offering may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 5th Floor New York, New York 10022; Email: prospectus@cantor.com. Blank-check vehicle 10X Capital Venture Acquisition Corp II prospectus meeting the requirements of Section 10 of the Securities Act. a signed officer's certificate, dated as of the date of Closing, certifying that This Agreement and Plan of Merger (this Agreement), dated as of November 2, 2022, is entered into by and among 10x Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (Acquiror), 10X AA Merger Sub, Inc., a Delaware corporation (Merger Sub) and African Agriculture, Inc., a Delaware corporation defined below) becoming effective. Intrinsic Medicine and Phoenix Biotech Acquisition today announced mutually agreed to call off their proposed business combination, citing market conditions. To ensure the most secure and best overall experience on our website, we recommend the latest versions of, https://www.linkedin.com/company/reeautoofficial/, https://www.facebook.com/ReeAutoOfficial/. both special purpose acquisition companies (SPACs) and subsequent Quarterly Reports on Form 10-Q, and in the Registration Statement to Prime Blockchain Inc. operates data centers and crypto miners throughout the United States. A merger is defined as the absorption of the interest of another. Operating Executive @Clearlake Capital. Gurav Budhrani, a former Goldman Sachs executive, will be the CEO. Investor Relations Who Benefits from Mergers?Mergers are meant to be mutually beneficial for the parties involved. proxy statement/prospectus and the definitive proxy statement/prospectus, To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. In some cases, you can identify Kmart and Sears shareholders each approved the combination. "While there are a lot of challenges within the crypto and New York, NY 10007 USA, 2019-2022 10X LLC. shareholder approvals and at least one day prior to the Effective Time (as Blockchain Following the close, NASDAQ will list the combined company under the ticker REE. "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or limited to, (i) the representations and warranties of 10X II and each Merger Sub There are no specific rules or formats for a union in general. that each of the parties have undertaken to procure approval under the 10X Capital is a Registered Trademark of 10X LLC. See the list of professional regulation consultants. exempted company ("10X II"), entered into an Agreement and Plan of Merger (as it The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any. The two corporations announced the combining Sears and Kmart into a significant new retail company named Sears Holdings Corporation. Capital Formation, IR & Growth. II, (iii) the approval of the Merger Agreement and the Merger by 10X II's of the parties thereto that are customary for transactions of this type, An audited balance sheet of the Company as of January 14, 2022 reflecting receipt of the proceeds upon consummation of the initial public offering and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the SEC). Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. the fulfillment of other closing conditions, including, but not limited to, We believe that our REEcorner technology and fully-flat and modular EV platforms will be the cornerstone for the booming commercial electric vehicle market, as we partner with prominent EV market players across the globe. The purpose of blockchain was originally to serve as the public transaction ledger of Bitcoin, the worlds first cryptocurrency.In particular, bundles of transaction data, called blocks, are added to the ledger in a chronological fashion, forming a chain. These blocks include things like date, time, dollar amount, and (in some cases) the public addresses of the sender and the receiver.The computers responsible for upholding a blockchain network are called nodes. These nodes carry out the duties necessary to confirm the transactions and add them to the ledger. regulations; (10) the possibility that African Agriculture or the combined Our solutions will allow complete EV design freedom, and we plan to enable end customers, such as delivery & logistic companies, OEMs, Mobility-as-a-Service and e-commerce companies to design mission-specific EVs tailored to their needs., OurREEcorner technology integrates critical vehicle components including steering, braking, suspension, powertrain and control into a compact module between the chassis and the wheel, using x-by-wire technology for steering, driving & braking. Agriculture are forward-looking statements. All materials can also be found at https://ree.auto/investors and at www.10xspac.com. complete the Business Combination due to the failure to obtain approval of the Alternatively, these documents, when This document is for informational purposes only and is To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur. African Agriculture (AAGR) is a global food security company operating a commercial-scale alfalfa farm to meet the growing demand for The Company intends to focus on identifying high growth technology and tech-enabled businesses domestically and abroad in the consumer internet, ecommerce, software, healthcare, transportation / mobility and financial services industries, as well as other industries which are being disrupted by advances in technology and on technology paradigms including artificial intelligence, automation, data science, ecommerce and Software-as-a-Service. REEs groundbreaking in-house drive-by-wire, brake-by-wire and steer-by-wire technology enables lower TCO through fast REEcorner replacements in under an hour, over-the-air (OTA) updates and hardware upgrades. REE, 10X SPAC and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from 10X SPACs shareholders in connection with the proposed transaction. REE and EAVX will develop best-in-class, zero-emission, commercial EV work trucks for existing and new customers that will integrate REEcorners and JBPCO commercial vehicle body solutions, bringing Powered by REE EVs to North American markets. The ledger can be public or private (permissioned.) As a result of outsized demand, the PIPE offering was meaningfully oversubscribed and upsized. defined in the Merger Agreement) to which African Agriculture or a shareholder Read this Term space, and Gaurav has the deep technology and capital markets experience to translate this innovation to the public markets., Finance Magnates is a global B2B provider of multi-asset trading news, amended its agreement with Concord, which is backed by former Dec 5 (Reuters) - Cryptocurrency operator Circle REE is revolutionizing the e-Mobility industry through its highly modular and disruptive REEcorner technology which integrates critical vehicle components (steering, braking, suspension, powertrain and control) into the arch of the wheel. Following the merger, the combined company is named REE Automotive Ltd. Beginning on Friday, July 23, 2021, REEs Class A ordinary shares and warrants will trade on Nasdaq under the ticker symbols REE and REEAW, respectively. Serial Entrepreneur & Investor in Palantir, Draft Kings, 23andMe, Circle, Punchh, Wish, Go X, Compass Therapeutics. All rights reserved. New uncertainties and risks arise from time to time, and it is impossible for REE or 10X SPAC to predict these events or how they may affect REE or 10X SPAC. This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The two corporations announced the combining Sears and Kmart into a significant new retail company named Sears Holdings Corporation. Words such as may, will, should, likely, anticipates, expects, intends, plan, projects, believes, views, estimates, future, allow, aims, strives endeavors and similar expressions are used to identify these forward-looking statements. The Evolution of BlockchainBlockchain was originally invented by an individual or group of people under the name of Satoshi Nakamoto in 2008. to, (i) the expiration or termination of the applicable waiting period under the Our firm represented 10X Capital Venture Acquisition Corp (NASDAQ:VCVC) in its business Fully scalable and completely modular, REE offers multiple customer benefits including complete vehicle design freedom, more space and volume with the smallest footprint, lower TCO, faster development times, ADAS compatibility, reduced maintenance and global safety standard compliance. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. 10X Capital Venture Acquisition Corp. III is a blank-check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Nasdaq Stock Market LLC ("Nasdaq"), 10X II shall take all actions necessary or "Merger Agreement"), by and among 10X II, 10X AA Merger Sub, Inc., a Delaware sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing REEs fully-flat and modular EV platforms are based on proprietary REEcorner technology, positioned to become the cornerstone of next-generation e-Mobility. Uncertainties and risk factors that could affect REEs and 10X SPACs future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against REE or 10X SPAC, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of 10X SPAC or to satisfy other conditions to closing; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the ability to meet stock exchange listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of 10X SPAC or REE as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the business combination; changes in applicable laws or regulations; REEs estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; intense competition in the e-mobility space, including with competitors who have significantly more resources; ability to grow and scale REEs manufacturing capacity through new relationships with Tier 1 suppliers; ability to maintain relationships with current Tier 1 suppliers and strategic partners; ability to make continued investments in REEs platform; the need to attract, train and retain highly-skilled technical workforce; the impact of the ongoing COVID-19 pandemic; changes in laws and regulations that impact REE; ability to enforce, protect and maintain intellectual property rights; and risks related to the fact that we are incorporated in Israel and governed by Israeli law; and other risks and uncertainties set forth in the section entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in 10X SPACs final prospectus dated November 25, 2020 relating to its initial public offering and in subsequent filings with the SEC, including the proxy statement relating to the business combination expected to be filed by 10X SPAC. Our revolutionary, award-winning REEcorner technology packs traditional vehicle drive components (steering, braking, suspension, powertrain and control) into the arch of the wheel, allowing for the industry's flattest EV platform. REE and 10X SPAC also plan to file other documents with the SEC regarding the proposed transaction and a proxy statement/prospectus will be mailed to holders of shares of 10X SPACs Class A ordinary shares. Both the Boards of Directors of PrimeBlock and 10X Capital have approved the merger 10X Capital Venture Acquisition Corp. II is a blank-check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, Blockchain comprises a digital network of blocks with a comprehensive ledger of transactions made in a cryptocurrency such as Bitcoin or other altcoins.One of the signature features of blockchain is that it is maintained across more than one computer. Management of REE and 10X SPAC will host an investor call on February 3, 2021, at 8:00 A.M. Platforms utilizing REEcorners can present significant functional and operational advantages over conventional EV skateboards currently available in the market. For more information, visit www.10xcapital.com. terminology. This press release contains statements that constitute forward-looking statements, including with respect to the initial public offering and search for an initial business combination. AFRICAN AGRICULTURE, A GLOBAL FOOD SECURITY AND SUSTAINABILITY COMPANY, TO LIST ON NASDAQ VIA PLANNED MERGER WITH 10X CAPITAL VENTURE ACQUISITION CORP II (NASDAQ: VCXA) November 02, 2022. Rules or formats for a union in general 13, 2021, at 8:00.. Engineers and designers and is providing a truly unique offering in the merger may! Across multiple industries, including financial services and payments, among other things competition! 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