UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934~~

~~Date~~SECURITIES AND ofEXCHANGE ~~Report~~COMMISSION ~~(Date of earliest event reported): April 12, 2021~~

~~10X~~Washington, D.C. ~~CAPITAL~~20549 ~~VENTURE ACQUISITION CORP~~

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 13, 2021

10X Capital Venture Acquisition Corp

(Exact name of registrant as specified in its charter)

Delaware	001-39737	85-2446849
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 World Trade Center, 85th Floor New York, NY		10007
(Address of principal executive offices)		(Zip Code)

1 World Trade Center, 85th Floor

New York, NY 10007

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 257-0069

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation toof the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	VCVCU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	VCVC	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	VCVCW	The Nasdaq Stock Market LLC

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7 4.0102. ~~Regulation~~Non-Reliance FDon ~~Disclosure~~Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.

~~Attached~~On April 12, 2021, the Acting Director of the Division ~~hereto~~of asCorporation ~~Exhibit~~Finance ~~99.1~~and Acting Chief Accountant of the Securities and ~~incorporated~~Exchange ~~into~~Commission ~~this~~(“SEC”) ~~Item~~together ~~7.01~~issued a statement regarding the accounting and reporting considerations for warrants issued by ~~reference~~special ispurpose ~~the~~acquisition ~~investor~~companies ~~presentation~~entitled ~~that~~“Staff Statement ~~will~~on beAccounting ~~used~~and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of November 23, 2020, between 10X Capital Venture Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, ina ~~making~~New ~~presentations~~York tocorporation, ~~certain~~as ~~existing~~warrant ~~and~~agent. ~~potential~~As ~~stockholders~~a result of the SEC Statement, the Company ~~with~~reevaluated ~~respect~~the toaccounting treatment of (i) the 10,062,500 ~~merger~~redeemable warrants (the “~~Merger~~Public Warrants”) of ~~Spark~~that ~~Merger~~were ~~Sub~~included ~~Inc.,~~in athe ~~direct,~~units ~~wholly-owned~~issued ~~subsidiary~~by ofthe ~~REE~~Company ~~Automotive~~in ~~Ltd~~its initial public offering (the “~~REE~~IPO”), ~~with~~ and ~~into~~(ii) the ~~Company~~5,500,000 redeemable warrants (together with the Public Warrants, the “Warrants”) that were issued to the Company’s ~~surviving~~sponsor asin a ~~wholly~~private ~~owned~~placement ~~subsidiary~~that ofclosed ~~REE~~concurrently (with the ~~Merger~~closing of the IPO, and determined to classify the ~~other~~Warrants ~~transactions~~as ~~contemplated~~derivative byliabilities measured at fair value, with changes in fair value each period reported in earnings. While the ~~Merger~~Company ~~Agreement~~has not generated any operating revenues to date and will not generate any operating revenues until after completion of its initial business combination, at the earliest, the change in fair value of the Warrants is a non-cash charge and will be reflected in the ~~“Business~~Company’s ~~Combination”)~~statement of operations.

~~The~~On May 13, 2021, the Company’s management ~~information~~and inthe ~~this~~Audit ~~Item~~Committee ~~7.01~~of the Company’s Board of Directors (~~including~~the ~~Exhibit~~“Audit ~~99.1~~Committee”) isconcluded ~~being~~that, ~~furnished~~in ~~and~~light ~~shall~~of ~~not~~the SEC beStatement, ~~deemed~~it is appropriate to berestate ~~filed~~(i) ~~for~~certain ~~purposes~~items on the Company’s previously issued audited balance sheet dated as of ~~Section~~November 1827, of2020, ~~the~~which ~~Securities~~was related to its IPO, and ~~Exchange~~(ii) ~~Act~~the Company’s previously issued audited financial statements as of December ~~1934~~31, as2020 ~~amended~~and for the period from August 10, 2020 (inception) through December 31, 2020 (the “~~Exchange~~Relevant ~~Act~~Periods”), which orwas ~~otherwise~~filed bewith ~~subject~~the toSEC ~~the liabilities~~on ofMarch ~~that~~30, ~~section~~2021. Considering such restatements, ~~nor~~such ~~shall~~previously itfiled beaudited ~~deemed~~financial tostatements should no longer be ~~incorporated~~relied byupon. ~~reference~~The inCompany ~~any~~will ~~filing~~file ~~under~~an ~~the~~amendment ~~Securities~~to ~~Act~~its Annual Report on Form 10-K as of ~~1933~~December 31, as2020 and for the period ~~amended~~from August 10, or2020 (inception) through December 31, 2020, which will include the ~~Exchange~~restated ~~Act~~audited financial statements for the Relevant Periods. The Company does not expect the restatement to have any effect on the Company’s previously announced business combination.

~~Additional~~Going forward, unless we amend the terms of our ~~Information~~warrant ~~About~~agreement, we expect to continue to classify our warrants as liabilities, which would require us to incur the ~~Transactions~~cost of measuring the fair value of the warrant liabilities, and ~~Where~~which tomay ~~Find~~have Itan adverse effect on our results of operations.

On March 10, 2021, REE filed with the SEC a Registration Statement on Form F-4, and the Company filed with the SEC a Preliminary Proxy Statement on Form PREM-14A, which included a preliminary proxy statement/prospectus in connection with the Business Combination. The ~~Company~~ ~~will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders when available. The~~ Company’s ~~stockholders~~ ~~and~~management ~~other interested persons are advised to read, when available, the definitive proxy statement/prospectus,~~ and ~~amendments~~ ~~thereto, in connection with~~ the ~~Company’s~~Audit ~~solicitation of proxies for~~Committee ~~its~~have ~~stockholders’~~discussed ~~meeting to be held to approve~~ the ~~Business~~matters ~~Combination~~disclosed ~~because~~in ~~the~~this ~~proxy~~Current ~~statement/prospectus~~Report will contain important information about the Company, REE and the Business Combination. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on ~~the~~Form ~~Business~~8-K ~~Combination.~~pursuant ~~Stockholders will also be able~~ to ~~obtain~~this ~~copies~~Item ~~of the Registration Statement on Form F-~~4.02 ~~and~~with ~~the proxy statement/prospectus~~WithumSmith+Brown, ~~without charge~~PC, at the ~~SEC~~ Company’s ~~website at www.sec.gov or by directing a request to: 10X Capital Ventures Acquisition Corp, 1 World~~ ~~Trade~~independent ~~Center,~~registered ~~85th~~public ~~Floor,~~accounting ~~New York, NY 10007, Attn: Hans Thomas~~firm.

Participants in Solicitation

The Company, REE and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders with respect to the approval of the Business Combination. Information regarding the Company’s directors and officers and a description of their interests in the Company is contained in the Company’s final prospectus dated November 24, 2020 filed with the SEC. Additional information regarding the participants in the proxy solicitation, including REE’s directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, are included in the Registration Statement on Form F-4 and will be included in the definitive proxy statement/prospectus for the Business Combination. Each of these documents is, or will be, available at the SEC’s website or by directing a request to the Company as described above under “Additional Information About the Transaction and Where to Find It.”

In connection with the Business Combination, at any time prior to the special meeting to approve the Business Combination, certain existing Company stockholders, which may include certain of the Company’s officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Company’s securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Business Combination. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, REE or their respective securities.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to the Company’s and REE’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Business Combination; the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and REE’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on the Company’s or REE’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s or REE’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors 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 inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (3) the ability of the public entity to meet Nasdaq’s listing standards following the Business Combination; (4) the inability to complete the private placement; (5) the risk that the proposed transaction disrupts current plans and operations of Shift as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and agents and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the potential transaction; (9) the possibility that REE may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against the Company, REE or any of their respective directors or officers, following the announcement of the potential transaction; and (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments.

Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and will also be provided in the Registration Statement on Form F-4 and the Company’s proxy statement/prospectus when available. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and REE undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning the Company and REE, the proposed transaction or other matters and attributable to the Company and REE or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Disclaimer

This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Investor Presentation

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.

	10X CAPITAL VENTURE ACQUISITION CORP
Dated: April 12, 2021	By:	/s/ Hans Thomas
	By:	/s/ Hans Thomas
	~~Name:~~	~~Hans Thomas~~Name:	Hans Thomas
	~~Title:~~	~~Chairman and Chief Executive Officer~~Title:	Chairman and Chief Executive Officer

4Dated: May 14, 2021

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