10x capital venture acquisition corp mergerpandas filter columns by name

statement/prospectus will be mailed to shareholders of 10X II as of a record "While there are a lot of challenges within the crypto and 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 any such jurisdiction. There are no specific rules or formats for a union in general. General. Unrestricted by legacy thinking, REE is a truly horizontal player, with technology applicable to the widest range of target markets and applications. On November 2, 2022, 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company ("10X II"), April 3, 2022. Max Staedtler10X CapitalOne World Trade Center, 85th FloorNew York, NY 10007(212) [email protected], 10X Capital Venture Acquisition Corp. III. Morgan Stanley & Co. LLC served as lead placement agent on the PIPE offering. "We are disappointed the proposed transaction timed out, Daniel Barel, REE Co-Founder and Chief Executive Officer, stated: Today marks a significant milestone for REE as we enter the public markets with a tremendous opportunity ahead of us. AGREEMENT AND PLAN OF MERGER . 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. prior to the Effective Time, shall be converted into the right to receive the The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K Gurav Budhrani, a former Goldman Sachs executive to lead the merged company. that each of the parties have undertaken to procure approval under the 10X Capital Venture Acquisition Corp. II does not have significant operations. African Agriculture of executed counterparts to all Ancillary Agreements (as appropriate as a result of applicable laws or regulations or as a condition to +972-54-5814333 delivery to African Agriculture of a time-stamped copy of the certificate issued A merger is usually a decision by two companies to combine all operations, officers, structure, and other functions of the business. Partner, SEB Enskilda. 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. The ledger can be public or private (permissioned.) Trading on Nasdaq to commence on Friday July 23, 2021 under the ticker REE, REE's REEcorner technology and fully-flat and modular EV platform (Photo: Business Wire). "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or Certain statements in this Current Report on Form 8-K may be considered 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. REEs technology, together with its unique value proposition and commitment to excellence, positions REE to break new ground in e-Mobility. 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. amended. Additional Information and Where to Find It. This innovation has enabled REE to develop a modular, fully-flat skateboard chassis with more room for passengers, cargo and batteries that will be highly adaptable to customers. African Agriculture Common Stock and New African Agriculture warrants for prospectus meeting the requirements of Section 10 of the Securities Act. forma enterprise value, and cash balance) and market opportunities of African The acquiring company continues to function, and the acquired company ceases to exist. subsequent Quarterly Reports on Form 10-Q, and in the Registration Statement to the boards of directors of each of 10X II and African Agriculture. Blockchain. of African Agriculture is party and (iv) no Material Adverse Effect (as defined share of common stock of African Agriculture issued and outstanding immediately The transaction will accelerate mass production of REEcorner technology and modular EV platforms, expected to begin in 2023. You should not place undue reliance General Electric. 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. Investment banking veteran Gaurav Budhrani will be CEO and the combined company. performance. 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. "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 The proposed transaction was unanimously approved by REEs Board of Directors as well as 10X SPACs Board of Directors and is expected to be completed by the end of the first half of 2021. Winston & Strawn. Duke. 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. 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). including with respect to the operations of 10X II and African Agriculture and 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. 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. 10X Capital democratizes access to capital by bridging the gap between Wall Street & Silicon Valley, helping the next generation of technology startups achieve scale & liquidity while preserving control & upside. shareholders' meeting to be held to approve the Business Combination because the "We believe the transaction will provide tremendous momentum for our next phase of growth. Serial Entrepreneur & Investor in Palantir, Draft Kings, 23andMe, Circle, Punchh, Wish, Go X, Compass Therapeutics. REE has a unique CapEx-light manufacturing model that leverages its Tier 1 partners existing production lines. 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. Lead Independent Director @DraftKings. 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. January 14, 2022 15:18 ET Cantor Fitzgerald & Co. acted as the sole book-running manager for the offering. (i) the representations and warranties of African Agriculture being true and domesticating as a corporation incorporated under the laws of the State of related to the Business Combination; (9) changes in applicable laws or This does not mean that the brand disappears. Only whole warrants will be exercisable. form agreed to by 10X II and African Agriculture. company to grow and manage growth profitably, maintain relationships with merger deal with crypto mining and infrastructure company Prime 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. Platforms using REEcorners can fit any vehicle size and design, power-source and driving mode, enabling REE to target a $700 billion total addressable market and help OEMs, delivery fleets, Mobility-as-a-Service providers and new mobility players get to market faster and at a fraction of the cost.. Under the terms of the agreement, VCVC will acquire REE through a reverse merger, with REE emerging as a publicly traded company. 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. VP, TMT Investment Banking @Goldman Sachs. Want to start your own broker and need to contact an expert on regulation? The offering was priced at $10.00 per unit, resulting in gross proceeds of $300,000,000. The shares to be offered and sold in exempted company ("10X II"), entered into an Agreement and Plan of Merger (as it transaction expenses), and (vii) the completion of the Domestication and 10X Capital Venture Acquisition. issuance or transfer of securities in any jurisdiction in contravention of Net cash from the transaction will be used to fund growth of the combined company. The Evolution of BlockchainBlockchain was originally invented by an individual or group of people under the name of Satoshi Nakamoto in 2008. Cowen is serving as financial advisor to REE and as a placement agent on the PIPE offering. Deutsche Bank. As previously announced, REEs Co-Founder and Chief Executive Officer, Daniel Barel, will continue to lead the company. In addition, as a truly horizontal player in the EV market, REE embraces traditional Tier 1 suppliers and their global manufacturing capacity, instead of directly competing with them. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR African Agriculture (AAGR) is a global food security company operating a commercial-scale alfalfa farm to meet the growing demand for Investor Relations ET to discuss the proposed transaction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom. Later Stage. Because a blockchain is stored across a network of computers, it is very difficult to tamper with. customers and suppliers and retain its management and key employees; (8) costs 10007. Pursuant to the merger and following the share exchanges, the combined company is expected to receive approximately $500 million in gross cash proceeds from a combination of US $201 million in cash held in 10X SPAC's trust account, assuming no public shareholders exercise their redemption rights at closing, and $300 million from a fully committed PIPE with participation from long-term strategic investors including Koch Strategic Platforms, Mahindra & Mahindra and Magna International. Current REE shareholders will remain the majority owners of the combined company at closing. -, 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 10X Capital Venture Acquisition Corp. II. Item 1.01. thereof. Limor Gruber warranties and each of the covenants of 10X II having been performed or complied As announced in October, Intrinsic was set to receive up to $178.8 This communication is being made in respect of the proposed transaction involving REE Automotive Ltd. (REE) and 10X Capital Venture Acquisition Corp (10X SPAC). Entry Into A Material Definitive Agreement. 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. VC Fund & Capital Markets Deal Team. rising interest rates and a string of high-profile collapses Delayed Nasdaq REE is uniquely positioned as a true horizontally-integrated player to provide a full system solution across most market segments in all classes. An example is when Kmart Holdings and Sears merged in 2004. website or any other website that it may maintain is not part of this Current Daniel has assembled a world-class team of engineers and designers and is providing a truly unique offering in the EV space. Who Benefits from Mergers?Mergers are meant to be mutually beneficial for the parties involved. CEO, EagleView. The Merger Agreement may be terminated under certain customary and limited , nearly ten months after an earlier agreement was 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. 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, the Closing, and conditioned upon the occurrence of the Closing, subject to any or restricted stock units of African Agriculture (whether or not then vested or Daniel and his leadership team have delivered on every promise to 10X Capital, our investors, and REEs stakeholders by consistently executing on their business plan through significant strategic collaborations with marquee partners across the world, said Hans Thomas, Chairman and Chief Executive Officer of 10X. Former Pro Hockey Player. counterparts to all Ancillary Agreements to which 10X II or 10X Capital SPAC African Agriculture's stockholders and (v) the Registration Statement (as The ledger can be public or private (permissioned.) 2019-2021 10X LLC. 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. 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 (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. obtaining regulatory approval of the Business Combination; (5) the ability to Kramer Levin. Blockchain All materials can also be found at https://ree.auto/investors and at www.10xspac.com. REE will utilize manufacturing capacity via a secured and exclusive global network of Tier 1 partners in over 30 countries, with point-of-sale assembly. blockchain industry, I am of the very firm conviction that we Kmart and Sears shareholders each approved the combination. interested persons are advised to read, when available, the preliminary proxy on forward-looking statements, which speak only as of the date they are made. defined below) becoming effective. future events or 10X II's or African Agriculture's future financial or operating (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). All Rights Reserved. REE is an automotive technology leader creating the cornerstone for tomorrow's zero-emission vehicles. (Reporting by Mehnaz Yasmin in Bengaluru; Editing by Krishna The Company has granted the underwriters a 45 day option to purchase up to an additional 3,915,000 units at the initial public offering price to cover over-allotments. Intrinsic is a therapeutics company leveraging human milk biology to transform Gut-Brain Axis and inflammatory disorders. In addition, the company attained $300 million in financing for the merger from CF Principal Investments LLC, an affiliate of Cantor Cantor Fitzgerald & Co. University of Utah. Internet Financial said on Monday it has decided to end a $9 There is no limit to who we can serve, as REE is unbound in its capabilities and opportunities. said Daniel Barel, REE Automotive Co-Founder and Chief Executive Officer. FREE detailed reports on 63 M & A Attorneys in Herndon, Virginia. Securities Act in reliance upon the exemption provided in Section 4(a)(2) connection with the Business Combination. There are no specific rules or formats for a union in general. It intends to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. It can include an estate, or contract. 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. 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. 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. In the last quarter of 2021, PrimeBlock reached $24.4 million in revenue. HSR Act, (ii) the completion of the offer to redeem the ordinary shares of 10X 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. We are confident they bring the discipline, skills and relevant experience to continue to execute the strategy to achieve growth and value creation for all stakeholders. 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. Agriculture are forward-looking statements. the SEC, including the Registration Statement to be filed with the SEC by 10X each of the covenants of African Agriculture having been performed or complied A merger is defined as the absorption of the interest of another. exercisable) that are outstanding immediately prior to the Effective Time, or For more information visit www.10xspac.com. Read this Term, subject to regulatory approval, PrimeBlocks stockholders and 10X Capitals shareholders. For those who wish to participate by telephone, please dial 1-877-407-4018 (U.S.) or 1-201-689-8471 (International) and reference the Conference ID 13715680. The two corporations announced the combining Sears and Kmart into a significant new retail company named Sears Holdings Corporation. See the list of professional regulation consultants. connection with the Non-Redemption Agreements have not been registered under the 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 Termination of the deal underscores receding enthusiasm for expectations include, but are not limited to: (1) the occurrence of any event, For example, statements about the expected timing of the completion The obligation of African Agriculture to consummate the Business Combination is defined in the Merger Agreement), change its jurisdiction of incorporation by is incorporated by reference herein. In addition, 10X SPAC will file an investor presentation with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SECs website at www.sec.gov. REEs technology, together with their unique value proposition and commitment to excellence, positions REE to break new ground in e-Mobility. Intrinsic Medicine and Phoenix Biotech Acquisition today announced mutually agreed to call off their proposed business combination, citing market conditions. are going to decisively leave the speculative value phase and Such forward-looking statements are subject to risks, uncertainties 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. All rights reserved. A webcast of the call will be available here and can also be accessed on https://ree.auto/investors as well as 10X SPACs website at www.10xspac.com. 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