Addimmune entered into a merger agreement for a business combination to acquire 10X Capital Venture Acquisition Corp. III (NYSEAM:VCXB) from a group of shareholders in a reverse merger transaction on August 9, 2023. The transaction represents a pre-money enterprise value of $500 million and includes an earnout of up to $300 million tied to various clinical and priced-based milestones. The issued merger consideration per share will be $10.15 per share. Pursuant to closing, 10X III will change its name to ?Addimmune Inc.? and the combined company is expected to trade under the ticker symbol ?HIV?. Prior to the combination, the non-HIV assets will spin-off into an entity that will retain the American Gene Technologies name. 10X III and AGT have entered into a non-binding letter of intent (?LOI?) with CF Principal Investments LLC, an affiliate of Cantor Fitzgerald & Co. (?Cantor?), an underwriter of 10X III?s initial public offering, with respect to a $50 million committed equity facility.

The transaction is subject to regulatory approval, the approval of the proposed merger by 10X III?s and Addimmune?s shareholders, the expiration or termination of the applicable waiting period under the HSR Act, the Registration Statement becoming effective and the Internal Reorganization and the Distribution having been consummated in all material respects in accordance with the Separation Agreement. Listing approval for combined company shares on NYSE, NASDAQ or NYSE American. The boards of directors of Addimmune and 10X III have unanimously approved the proposed merger, which is expected to be completed Q1 2024. As of October 5, 2023, 10X announced transfer of its Class A ordinary shares and the Warrants or the Listed Securities from New York Stock Exchange to the NYSE American LLC and that the trading of its Listed Securities on the NYSE American will commence at market open on or about October 9, 2023 under the current ticker symbols, VCXB, VCXB WS and VCXB.U for the Class A Ordinary Shares, Warrants and Units, respectively.

Roth Capital Partners is serving as financial advisor to 10X III in connection with rendering a fairness opinion to 10X III?s board of directors regarding the transaction. J. David Stewart and Ryan Maierson of Latham & Watkins LLP is legal counsel to 10X III. William F. Mulholland II of DLA Piper LLP (US) is serving as legal counsel to Addimmune. Morrow & Co., LLC is acting as proxy solicitor to 10X. 10X will pay proxy solicitation fees of $15,000 to Morrow. Continental Stock Transfer & Trust Company is acting as transfer agent to 10X.