10X Capital Venture II (VCXA) Tweaks African Agriculture Terms, Funding Ahead of Vote
by Nicholas Alan Clayton on 2023-11-30 at 9:10am

10x Capital Venture II (NASDAQ:VCXA) filed a variety of changes to its combination with African Agriculture while also postponing its completion vote to 8 am ET December 5.

The tweaks waive African Agriculture’s requirement to secure an offtake agreement and also shift 3,000,000 shares to a bonus pool for all combined company shareholders. Of these, just 673,500 (22.4%) would go to public 10X Capital II shareholders, assuming no further redemptions.

Private holders would receive the rest, including 1,838,956 (61.3%) to the SPAC’s sponsor in this case. But, in a 100% redemption scenario, the sponsor would receive 2,371,316 (79%) shares.

The parties’ existing lock-up terms were also changed to incorporate these new shares such that one-third of all shares held by the sponsor and company that would have been locked for six months will now be unlocked upon the sooner of the combined company signing an offtake agreement or one year passing.

10X Capital II also terminated its existing forward-purchase agreement with Vellar Opportunities Fund, replacing it with a cash-settled equity derivative transaction. The combined company will now receive $11.5 million in cash in tranches from Vellar in exchange for 11,500,000 African Agriculture shares.

The combined company will take $5.75 million from Vellar two trading days after the shares reach Vellar’s account. Vellar will then provide cash tranches of $1,437,500 five times every 30 days thereafter. It may reduce its shareholdings and cash commitments by 50% before the deal closes, but thereafter will pass proceeds from any shares sold out of this bunch to the combined company until the agreement matures two years after close.

Vellar will receive $100,000 cash in compensation for its legal fees associated with the agreement and the African Agriculture shareholder that agreed to transfer its shares to Vellar will be issued 11,701,250 new shares for no consideration.

The two side’s earlier forward-purchase agreement would have seen Vellar buy 4,000,000 to 10,000,000 shares on the open market or from redeeming shareholders. So, this re-jigged arrangement should keep more liquid shares floating immediately after close and provide the combined company some more upfront cash on hand.

But, depending on the final proceeds coming from Vellar’s stock sales, the new deal may wind up being more expensive on a dilutive basis than the original.

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

10X Capital II shareholders would have normally voted on the deal’s approval at 10 am ET today, but along with the vote being pushed to December 5, they will now have a chance to make final redemption decisions through the end of the week at 5 pm ET, December 1.

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