Form 10-Q 10X Capital Venture Acqu For: Jun 30
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
Page |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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24 |
June 30, 2022 |
December 31, 2021 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total current assets |
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Cash and investments held in Trust Account |
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Offering costs associated with initial public offering |
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Total Assets |
$ |
$ |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Note payable - related party |
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Total current liabilities |
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Deferred underwriting commissions |
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Total Liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption; - |
— | |||||||
Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ - non-redeemable shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively |
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Class B ordinary shares, $ s December 31, 2021, respectively |
(1) | |||||||
Additional paid-in capital |
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Accumulated deficit |
( |
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Total Shareholders’ Deficit |
( |
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
$ |
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(1) | This number includes up to |
For the period from February 10, 2021 (inception) through June 30, 2021 |
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For the six months ended June 30, 2022 |
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For the three months ended June 30, |
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2022 |
2021 |
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General and administrative expenses |
$ | $ | $ | $ | ||||||||||||
Administrative expenses - related party |
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Loss from operations |
( |
) | ( |
) | ( |
) | ( |
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Other income: |
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Income from investments held in Trust Account |
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Total other income |
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Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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Weighted average Class A ordinary shares - basic and diluted |
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Basic and diluted net loss per share, Class A ordinary shares |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
Weighted average Class B ordinary shares - basic and diluted |
(1) |
(1) | ||||||||||||||
Basic and diluted net loss per share, Class B ordinary shares |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
(1) | This number excludes up to surrender of share capitalization of |
Ordinary Shares |
Additional Paid-in Capital |
Total Shareholders’ Deficit |
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Non-redeemable Class A |
Class B |
Accumulated Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance - December 31, 2021 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
Sale of private placement units in private placement |
— | — | — | |||||||||||||||||||||||||
Fair value of warrants included in the Units sold in the Initial Public Offering |
— | — | — | — | — | |||||||||||||||||||||||
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Forfeiture of Class B ordinary shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - March 31, 2022 (Unaudited) |
— |
( |
) |
( |
) | |||||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - June 30, 2022 (Unaudited) |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
Ordinary Shares |
Additional Paid-in Capital |
Total Shareholders’ Equity |
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Non-redeemable Class A |
Class B |
Accumulated Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance - February 10, 2021 (inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class B ordinary shares to Sponsor (1) |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - March 31, 2021 (Unaudited) |
— |
— |
( |
) |
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Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance - June 30, 2021 (Unaudited) |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
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(1) | This number includes up to surrender of share capitalization of |
For the six months ended June 30, 2022 |
For the period from February 10, 2021 (inception) through June 30, 2021 |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares |
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Income from investments held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | — | |||||
Accounts payable |
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Accrued expenses |
— | |||||||
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Net cash used in operating activities |
( |
) | — | |||||
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Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
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Net cash used in investing activities |
( |
) | — | |||||
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Cash Flows from Financing Activities: |
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Repayment of note payable to related party |
( |
) | — | |||||
Proceeds received from initial public offering |
— | |||||||
Proceeds received from private placement |
— | |||||||
Offering costs paid |
( |
) | — | |||||
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Net cash provided by financing activities |
— | |||||||
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Net change in cash |
— | |||||||
Cash - beginning of the period |
— | |||||||
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Cash - end of the period |
$ |
$ |
— |
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Supplemental disclosure of noncash financing activities: |
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Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | $ | ||||||
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Offering costs included in accounts payable |
$ | $ | ||||||
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Offering costs included in accrued expenses |
$ | $ | ||||||
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Offering costs paid by related party under promissory note |
$ | $ | ||||||
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Deferred underwriting commissions |
$ | $ | ||||||
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• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the three months ended June 30, |
For the six months ended June 30, |
For the period from February 10, 2021 (inception) through June 30, 2021 |
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2022 |
2021 |
2022 |
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Class A |
Class B |
Class B |
Class A |
Class B |
Class B |
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Basic and diluted net loss per ordinary share: |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
$ | ( |
$ | ( |
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Denominator: |
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Basic and diluted weighted average ordinary shares outstanding |
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Basic and diluted net loss per ordinary share |
$ | ( |
$ | ( |
$ | ( |
$ | ( |
$ | ( |
$ | ( |
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Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
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Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption as of March 31, 2022 |
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Increase in redemption value of Class A ordinary shares subject to possible redemption |
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Class A ordinary shares subject to possible redemption as of June 30, 2022 |
$ |
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• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account-U.S. Treasury Securities (1) |
$ | $ | $ |
(1) |
Excludes $ |
* | Filed herewith. |
** | Furnished. |
10X CAPITAL VENTURE ACQUISITION CORP. III | ||||||
Date: August 15, 2022 | By: | /s/ Hans Thomas | ||||
Name: | Hans Thomas | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: August 15, 2022 | By: | /s/ Guhan Kandasamy | ||||
Name: | Guhan Kandasamy | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting | ||||||
Officer and Duly Authorized Officer) |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Hans Thomas, certify that:
1. I have reviewed this quarterly report on Form 10-Q of 10X Capital Venture Acquisition Corp. III;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 15, 2022 | ||
/s/ Hans Thomas | ||
Hans Thomas | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Guhan Kandasamy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of 10X Capital Venture Acquisition Corp. III;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 15, 2022 | ||
/s/ Guhan Kandasamy | ||
Guhan Kandasamy | ||
Chief Financial Officer | ||
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of 10X Capital Venture Acquisition Corp. III (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Hans Thomas, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Date: August 15, 2022 | ||
/s/ Hans Thomas | ||
Hans Thomas | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of 10X Capital Venture Acquisition Corp. III (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Guhan Kandasamy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Date: August 15, 2022 | ||
/s/ Guhan Kandasamy | ||
Guhan Kandasamy | ||
Chief Financial Officer | ||
(Principal Financial Officer) |
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