Prime Blockchain Inc. ("PrimeBlock") entered into a definitive agreement to acquire 10X Capital Venture Acquisition Corp. II (NasdaqCM:VCXA) (10X II) from 10X Capital SPAC Sponsor II LLC, Cantor Fitzgerald & Co. and others in a reverse merger transaction on March 31, 2022. 10X Capital and PrimeBlock have secured a $300 million committed equity financing facility from CF Principal Investments LLC, an affiliate of Cantor Fitzgerald & Co. Upon closing of the transaction, which values the combined company at an estimated enterprise value of $1.25 billion, former Goldman Sachs investment banking veteran Gaurav Budhrani will be Chief Executive Officer and the combined company is expected to list its stock on the NASDAQ stock market. In connection with the closing of the Merger 10X II will change its name to “Prime Blockchain Inc.

The transaction is subject to regulatory approval, the approval of the proposed merger by PrimeBlock's stockholders and 10X Capital's shareholders and the satisfaction, the expiration or termination of the applicable waiting period under the HSR Act, the Registration Statement becoming effective, certain directors and executive officers of 10X II specified in the Merger Agreement having been removed from their respective positions or having tendered their irrevocable resignations or waiver of other customary closing conditions. The Boards of Directors of PrimeBlock and 10X Capital have unanimously approved the proposed merger. The transaction is expected to be completed in the second half of 2022.

Cantor Fitzgerald & Co. is serving as capital markets advisor to 10X Capital and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Jason Partenza, David Istock, Edin Trto, Jen Pardi and Brian O'Connor of Canaccord Genuity are serving as financial advisors to 10X Capital on this transaction. Kevin E. Manz of King & Spalding LLP is legal counsel to CF Principal Investments LLC in connection with the Committed Equity Facility. J. David Stewart and Ryan Maierson of Latham & Watkins (London) LLP acted as legal advisors to 10X Capital. Joel Rubinstein and Bryan Luchs of White & Case LLP and Ramsey Hanna of Reed Smith LLP acted as legal advisors to PrimeBlock. DLA Piper LLP (US) acted as legal advisor to Cohen & Company Capital Markets. Continental Stock Transfer & Trust Company acted as transfer agent to PrimeBlock.

Prime Blockchain Inc. ("PrimeBlock") cancelled the acquisition of 10X Capital Venture Acquisition Corp. II (NasdaqCM:VCXA) (10X II) from 10X Capital SPAC Sponsor II LLC, Cantor Fitzgerald & Co. and others in a reverse merger transaction on August 12, 2022. The transaction was mutually terminated by the respective parties.