10X CAPITAL VENTURE ACQUISITION CORP. II: Entering into a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)

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Item 1.01. Entered into a significant final agreement.

Non-buyout agreement

On November 2, 2022, 10X Capital Venture Acquisition Corp. IIa Cayman Islands
exempt company (“10X II”), has entered into a merger agreement and plan (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between 10X II , 10X AA Merger Sub, Inc.a Delaware
company and wholly owned subsidiary of 10X II (“Merger Sub”), and African Agriculture, Inc.a Delaware society (“African Agriculture”).

Along with the execution of the merger agreement, some anchor investors in the IPO of 10X II (the “initial 10X II Reference Investors“) entered into non-repurchase agreements with 10X II and 10X Capital SPAC Sponsor II LLCa
Cayman Islands limited liability company (“Sponsor”).

On November 4the additional flagship investors of the IPO of 10X II (the “Additional 10X II Reference Investors” and with the Initial 10X II Reference Investorsthe “10X II Reference Investors“) has entered into non-repurchase agreements (collectively, the “Non-Repurchase Agreements”) with 10X II and Sponsor.

In accordance with the non-repurchase agreements, these 10X II Reference Investors agreed for the benefit of 10X II to (i) vote certain shares of 10X II common stock currently held or subsequently acquired (the “10X Subject II Equity securities“), representing 3,355,743 shares of 10X II common stock in aggregate, in favor of the proposed amendment to the organizational documents of 10X II to extend the period during which 10X II is authorized to close a business combination and (ii) to do not buy back the Object 10X II Equity securities under such a proposal. As part of these 10X commitments II Reference Investorsthe Sponsor has agreed to transfer to each 10X II Principal Investor an amount of its Class B common stock following the closing of the Merger.

The foregoing description of the Non-Redemption Agreement is subject to and qualified in its entirety by reference to the full text of the Form of Non-Redemption Agreement, a copy of which is included as Exhibit 10.1 herein, and the terms of which are incorporated by reference.

Item 7.01. Entered into a significant final agreement.

10X II hereby confirms that proceeds held in 10X II’s trust account are invested in WE government bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Companies Act, which invest only in WE government treasury bonds.

Additional information and where to find it

10X II intends to file with the Security 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 combination of companies. Following the effective statement of the registration statement, 10X II will mail a definitive proxy statement/prospectus and other relevant materials to its shareholders. 10X II shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and its amendments, as well as the definitive proxy statement/prospectus in connection with the solicitation of proxies by 10X II in preparation for its shareholders’ meeting approve the business combination as the proxy statement/prospectus will contain important information about 10X II, African agriculture and the business combination . The definitive proxy statement/prospectus will be mailed to shareholders of 10X II on a record date to be determined for the vote on the business combination. Shareholders may also obtain copies of the registration statement, each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, free of charge, when they become available, from the DRY website at www.sec.gov. In addition, documents filed by 10X II may be obtained free of charge from 10X II at https://www.10xspac.com/spacII. Alternatively, these documents, when available, can be obtained free of charge by sending a request to: 10X Capital Venture Acquisition Corp. II1 world trade center85th floor, New York, NY
10007. Information contained on or accessible through 10X II’s corporate website or any other website it may maintain does not form part of this current report on Form 8-K.

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Participants in the solicitation

10X II, African Agriculture and their respective directors, officers, other officers and employees, under SECOND may be considered participants in the solicitation of proxies of shareholders of 10X II 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 the directors and officers of 10X II in the documents filed by 10X II with the SECONDincluding the registration statement to be filed with the SECOND by 10X II, and such information and the names of the directors and officers of African Agriculture will also be set forth in the registration statement to be filed with the SECOND by 10X II, which will include the proxy statement of 10X II for the business combination.

Forward-looking statements

Certain statements contained in this current report on Form 8-K may be deemed to be forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance of 10X II or African Agriculture. For example, statements about the expected timing of completion of the Business Combination, the benefits of the Business Combination, the competitive environment and expected future performance (including future revenues, pro forma enterprise value and cash balance) and African Agriculture market opportunities are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negative terms of these terms or variations thereof or similar terminology. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements.

These forward-looking statements are based on estimates and assumptions which, while considered reasonable by 10X II and its management, and African Agriculture and its management, as applicable, are inherently uncertain. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement merger; (2) the outcome of any legal proceedings that may be brought against 10X II, African Agriculture, the combined company or others as a result of the announcement of the Business Combination; (3) the inability to complete the Business Combination due to the inability to obtain 10X II shareholder approval or satisfy other conditions at 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 of obtaining regulatory approval of the Business Combination; (5) the ability to comply with stock exchange listing standards on or after the completion of the Business Combination; (6) the risk that the Business Combination will disrupt African Agriculture’s current plans and operations following 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 business to grow and manage growth profitably, to maintain relationships with customers and suppliers and to retain its management and key employees; (8) costs relating to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that African Agriculture or the combined company may be adversely affected by other economic, business and/or competitive factors; and (11) other risks and uncertainties described in 10X II’s registration statement on Form S-1 and annual report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2021 and its subsequent quarterly reports on Form 10-Q, and in the registration statement to be filed by 10X II with the SECOND within the framework of the Business Combination.

Nothing in this Current Report on Form 8-K should be construed as a statement by anyone that the forward-looking statements set forth herein will be realized or that any of the results contemplated by 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 African Agriculture undertakes to update these forward-looking statements.

No offer or solicitation

This current report concerns a proposed business combination between 10X II and African Agriculture. This document is provided for informational purposes only and does not constitute an offer to buy, or a solicitation of an offer to sell, subscribe or purchase, securities or the solicitation of a vote in any jurisdiction in accordance with the ‘Company

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Combination or otherwise, there will also be no sale, issue or transfer of securities into any jurisdiction in violation of applicable law. No offer of securities may be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit No.       Description

10.1                Form of Non-Redemption Agreement (incorporated by reference to
                  Exhibit 10.2 of the Current Report on Form 8-K filed on
                  November 3, 2022).

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



* Furnished herewith.



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