General
We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We believe that our management team’s decades of experience and relationships with leading technology companies and their founders, executives and investors, in addition to the extensive industry and geographical reach of our network, along with our prior experience with special purpose acquisition company (“SPAC”) business combinations, will give us a competitive advantage in pursuing a broad range of opportunities in many industries. Although we may pursue a business combination opportunity in any business or industry, we currently intend to focus our efforts on identifying high growth technology and tech-enabled businesses domestically and abroad in the consumer internet, ecommerce, software, healthcare and financial services industries, as well as other industries that are being disrupted by advances in technology and on technology paradigms including artificial intelligence (“AI”), automation, data science, ecommerce and Software-as-a-Service (“SaaS”).
OVERVIEW
10X Capital is a New York City-based investment firm which connects Wall Street with Silicon Valley, aligning institutional capital with high growth ventures. Founded in 2004 by serial entrepreneur Hans Thomas, 10X Capital invests alongside leading technology investors, with a focus on consumer-oriented software and technology companies disrupting major industries, including finance, healthcare, transportation and real estate, by leveraging advances in automation, artificial intelligence and data science. David Weisburd, founder of San Francisco-based venture capital firm Growth Technology Partners (“GTP”), was previously involved in multiple venture capital investments with 10X Capital, and joined the firm in 2019 through 10X Capital’s acquisition of GTP.
Mr. Thomas and Mr. Weisburd, through 10X Capital and GTP, are investors in a number of high growth venture-backed companies such as Robinhood Markets, Inc. (“Robinhood”), Circle Internet Financial (“Circle”), Ripple, 23andMe and Headspace, CaaStle, Pipefy and Wish. Wish recently announced that it submitted a confidential registration statement with the U.S. Securities and Exchange Commission (the “SEC”) intending to go public. 10X Capital has invested in these and other venture-backed companies alongside well-known venture capital funds such as Sequoia Capital (“Sequoia”), New Enterprise Associates (“NEA”), Ribbit Capital (“Ribbit”), General Catalyst Partners, Google Ventures (“GV”), Founders Fund and Fidelity Investments Inc. (“Fidelity”), Andreesen Horowitz, DST Global, Kleiner Perkins, Thiel Capital, Khosla Ventures, Norwest Venture Partners, Insight Partners, Bessemer Venture Partners, Social Capital, TCV and Wellington. 10X Capital utilizes data science to identify and evaluate investments, as well as support portfolio companies’ strategic growth, and through its network of relationships with founders, executives and venture capitalists, routinely meets with a variety of startups seeking investment.
10X Capital has been an early and active investor in companies that have recently gone public or are reported to be in the process of going public, including biotech firm Compass Therapeutics, which completed a reverse merger transaction with a public shell company in June 2020. 10X Capital was also an investor in Palantir Technologies (“Palantir”), which submitted a draft registration statement for an initial public offering in August 2020. 10X Capital was also an early investor in DraftKings Inc. (Nasdaq: DKNG), which completed a business combination with a SPAC in April 2020.10X Capital was actively involved in the SPAC process of Shift Technologies, Inc. (“Shift”) which announced a business combination transaction with Insurance Acquisition Corp. (Nasdaq: INSU), a SPAC in June 2020. Messrs. Thomas and Weisburd were key active participants in negotiating and structuring the Shift business combination.
OUR MANAGEMENT TEAM
Our management team is led by Hans Thomas, our Chairman and Chief Executive Officer, and David Weisburd, our Chief Operating Officer and one of our directors.
Mr. Thomas is a serial entrepreneur and technology investor with a track record of over 20 years, featured in Bloomberg News, Asset-backed Alert and The Wall Street Journal. He is 10X Capital’s founder and chief executive officer of and serves as chairman of its subsidiary, GTP, as well as chairman of 10X Capital Partners, an asset manager and a FINRA-registered investment adviser. Prior to founding 10X Capital, Mr. Thomas was an executive director at 1/0 Capital, a New York City-based financial technology (“FinTech”) investor, where he served in senior investment and portfolio company founder roles since 2001. As an entrepreneur, Mr. Thomas was on the founding teams of venture-backed FinTech startup InternetCash (1999), online mortgage firm RefinanceOne (2004) and data science firm TheNumber (2015). Mr. Thomas is regarded as a top technology sector investor, financier and visionary because of his track record of identifying and investing in promising early stage opportunities and connecting them with institutional capital to help accelerate their growth. Mr. Thomas’ credibility as a founder as well as an investor has made him one of the first calls for Silicon Valley venture capitalists on topics of finance and capital markets, as well as for Wall Street firms and investors seeking access to technology investments and tech-enabled assets, as clearly seen by a portfolio that has attracted investors and financiers from both camps. Notable portfolio companies and personal investments exemplifying this strategy include Robinhood, AlphaFlow, Inc., Milo Credit, Better and Climb, whose equity investors include Sequoia, Kleiner Perkins, Point72 Ventures, Social Capital, and QED Investors, and whom have obtained significant financing from leading institutional investors and investment banks, such as The Blackstone Group, Inc. (NYSE: BX), The Goldman Sachs Group, Inc. (NYSE: GS) & Jefferies Group LLC (“Jefferies”). Mr. Thomas attended New York University.
Mr. Weisburd is currently a general partner and co-head of venture capital at 10X Capital, where he led 10X Capital’s investments in Robinhood, Compass Therapeutics, HeadSpace and DraftKings. Prior to 10X Capital, Mr. Weisburd founded and was general partner of venture capital firm GTP in 2012, whose portfolio companies include 23andMe, Circle, Palantir, Pipefy, Ripple, Tonal, Vicarious and Wish. Prior to joining 10X Capital, Mr. Weisburd was a partner at Flight Ventures, which has a prolific track record investing in companies including Carta, Cruise, Discord, Dollar Shave Club, Fastly, Inc. (NYSE: FSLY), LinkedIn, PayPal Holdings, Inc. (Nasdaq: PYPL), Rent the Runway, Wealthfront Inc. and many others. Prior to his venture capital career, Mr. Weisburd was on the founding teams of two venture-backed technology startups, isocket (acquired by Rubicon Project (Nasdaq: RUBI)) and RoomHunt (acquired by RentLingo, Inc.). Mr. Weisburd received a BS in management and entrepreneurship Indiana University — Kelley School of Business in 2008 and an MBA from Dartmouth College — Tuck School of Business in 2012. Mr. Weisburd is currently pursuing a Master’s degree in Psychology from Harvard University.
Our team also includes Oliver Wriedt, our President and Head of Capital Markets and Guhan Kandasamy, our Chief Financial Officer.
Mr. Wriedt has over 25 years of experience in corporate credit and capital markets, including as chief executive officer of credit fund manager DFG Investment Advisors, which currently has $6.6 billion in assets under management (“AUM”), co-chief executive officer of credit fund CIFC, which currently has $25 billion in AUM, and as a partner at Golden Tree Asset Management (from 2004 to 2008), which currently has $28 billion in AUM. He is also a member of the board of directors of Cadence Group, Inc., a digital securitization startup, and an investor in Milo, a digital banking startup backed by QED Investors, both of which are 10X Capital portfolio companies.
Mr. Kandasamy is currently the chief credit officer of 10X Capital Partners and has over 17 years of financial services, technology, and data science experience at firms including TheNumber, CoreLogic (NYSE: CLGX), Opera Solutions, DBRS Morningstar, SecondMarket (acquired by Nasdaq) and Fannie Mae. He received an MBA in Entrepreneurial Finance from Oxford University in 2010.
Our board of directors will include Christopher Jurasek, Sigurgeir Orn (“Ziggy”) Jonsson and Woodrow H. Levin, and we expect that Gil Penchina will serve as a board observer. Each of these individuals possesses significant finance, venture capital, and entrepreneurial experience and business relationship networks that we believe will be beneficial to our efforts to identify and consummate an initial business combination. Two of our board members, Messrs. Jurasek and Levin either have been or continue to be board members of companies that have gone public through SPAC business combinations in transactions in which each resulting public company had over $1.0 billion in enterprise value upon the consummation of such transaction.
Mr. Jurasek has over 25 years of experience leading global software and industrial technology companies, and is an operating executive at Clearlake Capital, LP. From August 2017 to January 2019, Mr. Jurasek was a member of the board of directors of ConvergeOne, which merged with a SPAC, Forum Merger Corporation, in 2018 in a transaction valuing the company at $1.2 billion. Mr. Jurasek currently serves as chief executive officer of EagleView, one of the leading technology providers of aerial imagery. Mr. Jurasek was also president of aviation technology firm JetSmarter (acquired by Vista Global) and chief executive officer of Calero Software from August 2018 to December 2019 and February 2013 to January 2020, respectively.
Mr. Jonsson is the senior partner and chief technology officer of 1/0 Capital, where he was also a technical co-founder and advisor in several portfolio companies, including TheNumber, Better, Future Finance, Climb Credit, and Paribus (acquired by CapitalOne). Mr. Jonsson was formerly the head of structured credit trading of North America at Bank of America (NYSE: BAC). Mr. Jonnson also held senior management roles at Kaupthing Bank and Glitnir Bank. Mr. Jonsson was also an early investor in Siggi’s, an Icelandic style yogurt brand, which was acquired by Groupe Lactalis.
Mr. Levin currently serves on the board of directors of DraftKings Inc. (Nasdaq: DKNG) which was acquired by a SPAC, Diamond Eagle Acquisition Corp, in a transaction valuing the company at $3.3 billion. Mr. Levin is also the founder and chief executive officer of Extend, Inc. and was previously the founder and chief executive officer of Estate Assist, which was acquired by DocuSign (Nasdaq: DOCU).
Mr. Penchina is an accomplished venture investor, whose portfolio companies include PayPal, LinkedIn, Fastly, Cruise, Rent the Runway, PagerDuty (NYSE: PD), Discord, Dollar Shave Club, Carta and Wealthfront. Mr. Penchina was part of the pre-IPO team at eBay Inc. (Nasdaq: EBAY), where he initially oversaw mergers & acquisitions and then international expansion. Mr. Penchina began his career General Electric Company (NYSE: GE) and Bain & Company.