Item 1.01. Entry Into A Material Definitive Agreement.

Merger Agreement

On March 31, 2022, 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company ("10X II"), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among 10X II, 10X Magic First Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of 10X II ("First Merger Sub"), 10X Magic Second Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of 10X II ("Second Merger Sub" and together with First Merger Sub, the "Merger Subs" and each individually, a "Merger Sub") and Prime Blockchain Inc., a Delaware corporation ("PrimeBlock").

The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of 10X II and PrimeBlock.

The Business Combination

Pursuant to the Merger Agreement, 10X II will, subject to obtaining the required shareholder approvals and at least one day prior to the First Effective Time (as defined in the Merger Agreement), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Following the Domestication, the following transactions will occur: (i) First Merger Sub will merge with and into PrimeBlock (the "First Merger"), with PrimeBlock surviving the First Merger as a wholly-owned subsidiary of 10X II (PrimeBlock, in its capacity as the surviving corporation of the First Merger, is referred to as the "Surviving Corporation"), and (b) immediately following the First Merger, and as part of an integrated transaction with the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the "Second Merger" and, together with the First Merger, the "Merger"), with Second Merger Sub surviving the Second Merger (Second Merger Sub, in its capacity as the surviving company of the Second Merger, is referred to as the "Surviving Company"). After giving effect to such Merger, PrimeBlock shall be a wholly-owned subsidiary of 10X II. In connection with the closing of the Merger (the "Closing"), 10X II will change its name to "Prime Blockchain Inc." (such company after the Closing, "New PrimeBlock"). The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination".

The Business Combination is expected to close in the second half of 2022, following the receipt of the required approval by 10X II's shareholders and the fulfillment of other customary closing conditions.

Merger Consideration

In accordance with the terms and subject to the conditions of the Merger Agreement, at Closing, each share of common stock of PrimeBlock issued and outstanding immediately prior to the First Effective Time, shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable shares of common stock of New PrimeBlock ("New PrimeBlock Common Stock") equal to the quotient obtained by dividing (i) the sum of (1) $1,250,000,000 and (2) cash proceeds raised under certain other pre-closing equity financings by (ii) ten dollars ($10.00) by (y) the sum of all of PrimeBlock's shares and restricted stock units ("RSUs") outstanding immediately prior to Closing (after giving effect to exercise of any outstanding options to purchase shares of PrimeBlock).

Governance

Except as otherwise agreed in writing by PrimeBlock and 10X II prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable laws and the listing requirements of The Nasdaq Stock Market LLC ("Nasdaq"), 10X II shall take all actions necessary or appropriate to cause (a) each director of 10X II in office to cease being a director, and (b) certain individuals designated by PrimeBlock (the "PrimeBlock Director Designees") and 10X II (the "10X II Director Designees") shall be appointed to the 10X II board of directors (the "10X II Board").



                                       2

--------------------------------------------------------------------------------

Representations and Warranties; Covenants

The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of 10X II and PrimeBlock and that each of the parties have undertaken to procure approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). In addition, 10X II has agreed to adopt an equity incentive plan, as described in the Merger Agreement.

Conditions to Each Party's Obligations

The obligation of 10X II and PrimeBlock to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the completion of the offer to redeem the Class A ordinary shares of 10X II, (iii) the approval of the Merger Agreement and the Merger by 10X II's shareholders, (iv) the approval of the Merger Agreement and the Merger by PrimeBlock's stockholders and (v) the Registration Statement (as defined below) becoming effective.

The obligation of 10X II to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of PrimeBlock being true and correct to the standards applicable to such representations and warranties and each of the covenants of PrimeBlock having been performed or complied with in all material respects, (ii) delivery to 10X II by PrimeBlock of a signed officer's certificate, dated as of the date of Closing, certifying that certain closing conditions have been fulfilled, (iii) delivery to 10X II by PrimeBlock of executed counterparts to all Ancillary Agreements (as defined in the Merger Agreement) to which PrimeBlock or a shareholder of PrimeBlock is party and (iv) no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred.

The obligation of PrimeBlock to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of 10X II and each Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of 10X II having been performed or complied with in all material respects, (ii) delivery to PrimeBlock by 10X II of a signed officer's certificate, dated as of the date of Closing, certifying that certain closing conditions have been fulfilled, (iii) the approval of the Acquiror Common Stock and Acquiror Warrants (each as defined in the Merger Agreement) for listing on Nasdaq, (iv) delivery to PrimeBlock by 10X II of executed counterparts to all Ancillary Agreements to which 10X II or 10X Capital SPAC Sponsor II LLC ("Sponsor") is party, (v) certain directors and executive officers of 10X II specified in the Merger Agreement having been removed from . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares to be offered and sold in connection with the Cantor Purchase Agreement have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01. Regulation FD Disclosure.

On April 1, 2022, 10X II and PrimeBlock issued a joint press release announcing their entry into the Merger Agreement. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that 10X II and PrimeBlock have prepared for use in connection with the Business Combination.

The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information

10X II intends to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (as amended, the "Registration Statement"), which will include a preliminary proxy statement/prospectus of 10X II, in connection with the Business Combination. After the Registration Statement is



                                       6

--------------------------------------------------------------------------------

declared effective, 10X II will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 10X II's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with 10X II's solicitation of proxies for its shareholders' meeting to be held to approve the Business Combination because the proxy statement/prospectus will contain important information about 10X II, PrimeBlock and the Business Combination. The definitive proxy statement/prospectus will be mailed to shareholders of 10X II as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the Registration Statement, each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, without charge, once available, at the SEC's website at www.sec.gov. In addition, the documents filed by 10X II may be obtained free of charge from 10X II at https://www.10XSPAC.com. Alternatively, these documents, when available, can be obtained free of charge by directing a request to: 10X Capital Venture Acquisition Corp. II, 1 World Trade Center, 85th Floor, New York, NY 10007. The information contained on or accessible through 10X II's corporate website or any other website that it may maintain is not part of this Current Report on Form 8-K.

Participants in the Solicitation

10X II, PrimeBlock and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of 10X II's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of 10X II's directors and officers in 10X II's filings with the SEC, including the Registration Statement to be filed with the SEC by 10X II, and such information and names of PrimeBlock's directors and executive officers will also be in the Registration Statement to be filed with the SEC by 10X II, which will include the proxy statement of 10X II for the Business Combination.

Forward Looking Statements

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or 10X II's or PrimeBlock's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of PrimeBlock are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by 10X II and its management, and PrimeBlock and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against 10X II, PrimeBlock, the combined company or others following the announcement of the Business Combination; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of 10X II or to satisfy other conditions to Closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of PrimeBlock as a result of the announcement and consummation of the Business Combination; (7) 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 suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that PrimeBlock or the combined company may be adversely affected by other economic, business and/or competitive factors; and (11) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Special Note Regarding Forward-Looking



                                       7

--------------------------------------------------------------------------------

Statements" in 10X II's Annual Report on Form 10-K for the period ended December 31, 2021, and which will be set forth in a Registration Statement to be filed by 10X II with the SEC in connection with the Business Combination.

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither 10X II nor PrimeBlock undertakes any duty to update these forward-looking statements.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                    Description

2.1†          Agreement and Plan of Merger, dated as of March 31, 2022, by and
            among 10X Capital Venture Acquisition Corp. II, 10X Magic First Merger
            Sub, Inc., 10X Magic Second Merger Sub, LLC and Prime Blockchain Inc.


10.1          Acquiror Support Agreement, dated March 31, 2022, by and among 10X
            Capital Venture Acquisition Corp. II, Prime Blockchain Inc., and 10X
            Capital SPAC Sponsor II LLC and the directors and executive officers
            of 10X Capital Venture Acquisition Corp. II named therein.

10.2          Form of Company Support Agreement.

10.3          Common Stock Purchase Agreement, dated March 31, 2022, by and
            between 10X Capital Venture Acquisition Corp. II and CF Principal
            Investments LLC.

99.1          Press Release, dated April 1, 2022.

99.2          Investor Presentation.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

† Certain of the exhibits and schedules to this exhibit have been omitted in


    accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
    furnish supplementally a copy of all omitted exhibits and schedules to the
    SEC upon its request.



                                       8

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses