Form 8-K 10X Capital Venture Acqu For: Dec 01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 1, 2022, Boris Silver provided notice to 10X Capital Venture Acquisition Corp. III (the “Company”) of his decision to resign from the Company’s Board of Directors (the “Board”), effective as of December 1, 2022. Mr. Silver’s decision to resign was not the result of any disagreement with the Company, the Company’s management or the Board.
On December 8, 2022, the Board appointed Kash Sheikh to serve as a Class II director of the Board. Mr. Sheikh will also serve as a member of the Audit Committee of the Board.
In connection with his appointment to the Board, Mr. Sheikh entered into the following agreements with the Company:
● | A joinder agreement to the letter agreement, dated December 8, 2022 (the “Joinder to the Letter Agreement”), pursuant to which Mr. Sheikh became a party to that certain letter agreement, dated January 11, 2022, between the Company, 10X Capital SPAC Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), and other insiders signatory thereto, wherein Mr. Sheikh has agreed to be bound by and comply with the provisions of that certain letter agreement applicable to insiders in the same manner as if Mr. Sheikh were an original signatory thereto and in such capacity as an insider therein. |
● | An indemnity agreement, dated December 8, 2022, (the “Indemnity Agreement”), between the Company and Mr. Sheikh, providing Mr. Sheikh contractual indemnification substantially in the form previously presented to the Board in addition to the indemnification provided for in the Company’s amended and restated memorandum and articles of association. |
The foregoing descriptions of the Joinder to the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Joinder to the Letter Agreement and the form of Indemnity Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Other than the foregoing, there are no arrangements or understandings between Mr. Sheikh and any other persons pursuant to which he was selected as a director. Mr. Sheikh has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
10.1 | Joinder to the Letter Agreement, dated December 8, 2022, between the Company, the Sponsor and Kash Sheikh. | |
10.2 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 8, 2022
10X CAPITAL VENTURE ACQUISITION CORP. III | ||
By: | /s/ Hans Thomas | |
Name: | Hans Thomas | |
Title: | Chairman and Chief Executive Officer |
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ATTACHMENTS / EXHIBITS
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