VCXAU Documents déposés auprès de la SEC - 10X Capital Venture Acquisition Corp II - Units (1 Ord Share Class A & 1/3 War)- Rapport annuel, procuration, prospectus

Statistiques de base

CIK

1848898

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to 10X Capital Venture Acquisition Corp II - Units (1 Ord Share Class A & 1/3 War)

SEC Filings (Chronological Order)

Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.

November 14, 2024	SC 13G	AAGR / African Agriculture Holdings Inc. / Blue Owl Capital Holdings LP - SC 13G Passive Investment SC 13G 1 ef20038669sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* AFRICAN AGRICULTURE HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00792J100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem
October 15, 2024	EX-99.25	EX-99.25 Delisting Determination, The Nasdaq Stock Market, LLC, October 15, 2024. African Agriculture Holdings Inc. The Nasdaq Stock Market LLC (the Exchange) has determined to remove from listing the securities of African Agriculture Holdings Inc., effective at the opening of the trading session on October 25, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the C
August 27, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 16, 2024 African Agriculture Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation or
August 1, 2024	8-K	Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): July 26, 2024 African Agriculture Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation or o
May 20, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AFRICAN AGRICULTURE HOLDINGS INC. (Exact name of registra
May 16, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
May 13, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 7, 2024 AFRICAN AGRICULTURE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation or org
April 29, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AFRICAN AGRICULTURE HOLDING
April 16, 2024	EX-4.4	Description of Securities Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2024, African Agriculture Holdings Inc. (the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) common stock and (2) warrants. The following description of the c
April 16, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AFRICAN AGRICULTURE HOLDINGS INC. (Exact name o
April 16, 2024	EX-14	List of Subsidiaries of African Agriculture Holdings Inc. Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS I. INTRODUCTION A. Purpose This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of African Agriculture, Inc. (the “Company” or “we”) consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable law
April 16, 2024	EX-97.1	African Agriculture Holdings Inc. Compensation Clawback Policy Exhibit 97.1 AFRICAN AGRICULTURE HOLDINGS INC. COMPENSATION CLAWBACK POLICY A. OVERVIEW ln accordance with the applicable rules of the NASDAQ Stock Market (“Nasdaq”) Listing Rules (the “NASDAQ Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board’’) of African Agriculture Holdings Inc. (the “Co
April 16, 2024	EX-10.33	Supply Contract by and between African Agriculture, Inc. and Dr. Khan, dated January 2, 2024. Exhibit 10.33 SUPPLY FOR ALFALFA SUPPLY CONTRACT FOR 78,000-MT OF ALFALFA. By and Between DR. KHAN 4F, 3-6, Teheran-Ro 33-Gil Gangnam-Gu, Seoul 06141 referred to hereinafter as the “BUYER” And AFRICAN AGRICULTURE 445 Park Avenue, 9F New York, NY 10022 referred to hereinafter as the “SELLER” SUPPLY CONTRACT FOR ALFALFA, IN CONTAINERS It has been agreed on January 2, 2024 First Party: Company Name:
April 12, 2024	EX-10.1	Resignation and General Release Agreement by and among the Company, African Agriculture, Inc., African Discovery Group, Inc. and Alan Kessler, dated April 8, 2024 Exhibit 10.1 EXECUTION VERSION RESIGNATION AND GENERAL RELEASE AGREEMENT This RESIGNATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is dated as of April 8, 2024, and is being entered into by and among (i) African Agriculture, Inc., a Delaware corporation (the “Company”), (ii) African Agriculture Holdings, Inc., a Delaware corporation (f/k/a 10X Capital Venture Acquisition Corp. II) (“Holdin
April 12, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): April 8, 2024 AFRICAN AGRICULTURE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation or o
April 2, 2024	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
March 27, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): March 21, 2024 AFRICAN AGRICULTURE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation or
March 22, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): March 18, 2024 AFRICAN AGRICULTURE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation or
March 15, 2024	EX-99.B	Share Issuance Agreement, dated November 29, 2023, by and between 10X Capital Venture Acquisition Corp. II and Global Commodities & Investments Ltd. Exhibit B SHARE ISSUANCE AGREEMENT SHARE ISSUANCE AGREEMENT (“Agreement”), dated as of November 29, 2023, by and among 10X CAPITAL VENTURE ACQUISITION CORP.
March 15, 2024	EX-99.C	Transfer Agreement, dated November 29, 2023, by and among African Agriculture, Inc., Global Commodities & Investments Ltd., and Vellar Opportunities Fund Master, Ltd. Exhibit C TRANSFER AGREEMENT This Transfer Agreement (this “Agreement”) is effective as of November 29, 2023 (the “Effective Date”), by and among African Agriculture, Inc.
March 15, 2024	EX-99.D	Lock-Up Agreement, dated December 6, 2023, by and between Global Commodities & Investments Ltd. and African Agriculture Holdings Inc. Exhibit D LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2023 between Global Commodities & Investments Ltd, a Cayman exempt company (the “Stockholder”) and African Agriculture Holdings Inc.
March 15, 2024	SC 13D	AAGR / African Agriculture Holdings Inc. / Global Commodities & Investments Ltd. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* African Agriculture Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00792J100 (CUSIP Number) Vasile Frank Timis c/o Global Commodities & Investments Ltd. 90 North Church Street, 2nd Floor George Town
March 15, 2024	EX-99.A	Joint Filing Agreement Exhibit A JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
February 14, 2024	SC 13G/A	AAGR / African Agriculture Holdings Inc. / Vellar Opportunities Fund Master, Ltd. Passive Investment SC 13G/A 1 cohenco-aagr123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AFRICAN AGRICULTURE HOLDINGS INC. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 00792J100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem
February 14, 2024	SC 13G/A	AAGR / African Agriculture Holdings Inc. / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d230176dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* African Agriculture Holdings I (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 00792J100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of
February 14, 2024	SC 13G/A	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245838d35sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3) African Agriculture Holdings Inc. (f/k/a 10X Capital Venture Acquisition Corp II.) (Name of Issuer
February 9, 2024	SC 13G/A	AAGR / African Agriculture Holdings Inc. / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment SC 13G/A 1 d771856dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* African Agriculture Holdings Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00792J100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Sta
February 5, 2024	EX-99.1	African Agriculture Holdings Announces Michael Rhodes as Chief Executive Officer Exhibit 99.1 FOR IMMEDIATE RELEASE African Agriculture Holdings Announces Michael Rhodes as Chief Executive Officer ● Rhodes brings highly relevant farming and on-the-ground Africa operating experience including hands-on management of over 16,000 hectares of productive farmland across 8 East and West African Nations ● Rhodes has raised over $1.5B in financing from public and private sector investo
February 5, 2024	EX-10.1	Employment Agreement between the Company and Michael Rhodes, dated January 29, 2024. Exhibit 10.1 Execution copy EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into effective as of January 29, 2024, by and between Michael Rhodes (“you”) and African Agriculture Holdings, Inc. (the “Company”). Your employment will be subject to the terms and conditions set forth herein. 1. Employment as Chief Executive Officer. Effective on or around January 29
February 5, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 30, 2024 AFRICAN AGRICULTURE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation o
January 16, 2024	8-K	Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 9, 2024 AFRICAN AGRICULTURE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation or
January 8, 2024	EX-99.1	African Agriculture Announces Multi-Year Supply Agreement with South Korea-Based Holding Company Dr. Kahn Exhibit 99.1 African Agriculture Announces Multi-Year Supply Agreement with South Korea-Based Holding Company Dr. Kahn New York, Jan. 04, 2024 (GLOBE NEWSWIRE) - African Agriculture Holdings Inc. (Nasdaq: AAGR), (“African Agriculture” or “the Company”) a pioneering company operating a commercial-scale alfalfa farm in Senegal and dedicated to food security for the coming century, today announced a
January 8, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 2, 2024 AFRICAN AGRICULTU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 2, 2024 AFRICAN AGRICULTURE HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation or
December 29, 2023	S-1	As filed with the Securities and Exchange Commission on December 29, 2023 As filed with the Securities and Exchange Commission on December 29, 2023 Registration No.
December 29, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) African Agriculture Holdings Inc.
December 22, 2023	SC 13G	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Vellar Opportunities Fund Master, Ltd. Passive Investment SC 13G 1 cohenco-aagr121423.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AFRICAN AGRICULTURE HOLDINGS INC. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 00792J100 (CUSIP Number) December 14, 2023 (Date of Event Which Requires Filing of this Statement) Ch
December 12, 2023	EX-3.2	Bylaws of the Company Exhibit 3.2 BY LAWS OF [AFRICAN AGRICULTURE HOLDINGS INC.] (THE “CORPORATION”) ARTICLE I. OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agen
December 12, 2023	EX-99.3	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this current report on Form 8-K (“Form 8-K”) dated December 12, 2023 and the proxy statement/prospectus filed with the Securities and Exchange Commission (“SEC”) on October 30, 2023 (“Proxy Statement/Prospectus”). The following unau
December 12, 2023	EX-4.1	Specimen Common Stock Certificate Exhibit 4.1 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] AFRICAN AGRICULTURE HOLDINGS INC. COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the “Common Stock”), of African Agriculture Holdings Inc., a Delaware corporation (the “Company”), transferable on the books of the Company in person or by duly
December 12, 2023	EX-99.1	INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS AFRICAN AGRICULTURE, INC. Unaudited Condensed Consolidated Financial Statements Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 F-2 Unaudited Condensed Statements of Operations for the Nine Months Ended September 30, 2023 and 2022 F-3 Unaudited Consolidated Statements of Comprehensive Loss for the Nine Months En
December 12, 2023	EX-99.2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXHIBIT 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Defined terms included below have the same meaning as terms defined and included elsewhere in this current report on Form 8-K dated December 12, 2023 (this “Form 8-K”) and the proxy statement/prospectus included as part of the Registration Statement on Form S-4 filed by the Company with the Securitie
December 12, 2023	EX-10.32	Form of Indemnification Agreement by and between African Agriculture Holdings Inc. and its directors and executive officers. Exhibit 10.32 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of, 2023, by and between African Agriculture Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS The Company believes that, in order to attract and retain highly qualified persons to serve as directors or in other capacities, including as officers, it must provide those persons
December 12, 2023	EX-4.2	Specimen Warrant Certificate Exhibit 4.2 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW AFRICAN AGRICULTURE HOLDINGS INC. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registe
December 12, 2023	EX-21.1	List of Subsidiaries of African Agriculture Holdings Inc. Exhibit 21.1 AFRICAN AGRICLUTURE, INC. LIST OF SUBSIDIARIES AS OF December 12, 2023 Subsidiary State or Jurisdiction Under Which Organized African Agriculture, Inc. Delaware Agro-Industries Cayman Islands La Fermes de la Teranga Senegal African Agriculture, Niger Niger African Agriculture Mauritania LLC Mauritania
December 12, 2023	EX-10.2	Amended and Restated Registration Rights Agreement, dated December 6, 2023, by and among 10X Capital Venture Acquisition Corp. II, 10X Capital SPAC Sponsor II LLC, and the other holders signatory thereto. Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2023, is made and entered into by and among African Agriculture Holdings Inc. (f/k/a 10x Capital Venture Acquisition Corp. II), a Delaware corporation (the “Company”), 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability
December 12, 2023	EX-10.4	Form of Lock-Up Agreement, by and among certain stockholders of African Agriculture Holdings Inc. and 10X Capital SPAC Sponsor II LLC Exhibit 10.4 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2023 between [●], a [●] (the “Stockholder”) and African Agriculture Holdings Inc. (f/k/a 10x Capital Venture Acquisition Corp. II), a Delaware corporation (the “Company”). The Stockholder and the Company are sometimes referred to herein individually as a “Party” and collectively as t
December 12, 2023	EX-3.1	Certificate of Incorporation of the Company Exhibit 3.1 CERTIFICATE OF INCORPORATION OF AFRICAN AGRICULTURE HOLDINGS INC. ARTICLE I NAME The name of the corporation is African Agriculture Holdings Inc. (the “Corporation”). ARTICLE II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. ARTICLE III SOLEINCORPORATOR The name and the mailing address of the inc
December 12, 2023	EX-16.1	Letter from WithumSmith+Brown, PC Exhibit 16.1 December 12, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements of African Agriculture Holdings Inc. (the “Company”) included under Item 4.01 of its Form 8-K dated December 12, 2023. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of
December 12, 2023	8-K	Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 6, 2023 African Agriculture Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation o
December 11, 2023	SC 13D/A	VCXA / 10X Capital Venture Acquisition Corp II - Class A / 10X Capital SPAC Sponsor II LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea189769-13da110xcap2africa.htm AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* African Agriculture Holdings Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00792J100 (CUSIP Number) Hans Thomas 1 World Trade Center, 85th Floor New York,
December 7, 2023	EX-99.1	10X Capital Venture Acquisition Corp. II and African Agriculture, Inc. Announce Closing of Business Combination Poised to Capture a Meaningful Share of the $21 Billion Global Alfalfa Market Trading Expected to Commence on Nasdaq Global Market Decembe Exhibit 99.1 10X Capital Venture Acquisition Corp. II and African Agriculture, Inc. Announce Closing of Business Combination Poised to Capture a Meaningful Share of the $21 Billion Global Alfalfa Market Trading Expected to Commence on Nasdaq Global Market December 7, 2023 under Ticker “AAGR” Announces Name Change to African Agriculture NEW YORK, NY, Dec. 06, 2023 (GLOBE NEWSWIRE) - 10X Capital Ven
December 7, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 6, 2023 African Agricult UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 6, 2023 African Agriculture Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-40722 98-1594494 (State or other jurisdiction of incorporation)
December 5, 2023	EX-99.1	10X Capital Venture Acquisition Corp. II Announces Shareholder Approval of Business Combination with African Agriculture, Inc. Exhibit 99.1 10X Capital Venture Acquisition Corp. II Announces Shareholder Approval of Business Combination with African Agriculture, Inc. NEW YORK, NY (United States), December 5, 2023 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. II (“10X II”) (NASDAQ:VCXA), a publicly traded special purpose acquisition company, announced today that at an extraordinary general meeting held today (the
December 5, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 5, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
December 4, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 1, 2023 10X CAPITAL VENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 1, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
December 4, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 1, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
November 30, 2023	EX-2.1	Second Amendment to Agreement and Plan of Merger, dated as of November 29, 2023, by and among 10X Capital Venture Acquisition Corp. II, 10X AA Merger Sub, Inc., and African Agriculture, Inc. Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is entered into as of November 29, 2023, by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), 10X AA Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and African Agriculture, Inc., a Delaware corporatio
November 30, 2023	EX-10.4	Transaction Bonus and Release, dated November 28, 2023 by and between African Agriculture Inc. and African Discovery Group Inc. Exhibit 10.4 Execution Version African Agriculture, Inc. 445 Park Avenue, Ninth Floor New York, NY 10022 November 28, 2023 African Discovery Group, Inc. c/o Alan Kessler 445 Park Avenue, 9th Floor, New York, New York 10022 Retention Bonus and Release Dear Alan: As you know, African Discovery Group, Inc. (“ADG”) and African Agriculture, Inc. (the “Company”) previously entered into that certain Tran
November 30, 2023	EX-10.3	Transaction Bonus and Release, dated November 28, 2023 by and between African Agriculture Inc. and Harry Green. Exhibit 10.3 Execution Version African Agriculture, Inc. 415 Park Avenue, Ninth Floor New York, NY 10022 November 28, 2023 Harry Green 172 Brewster Road, Scarsdale, New York 10583 Retention Bonus and Release Dear Harry: As you know, you and African Agriculture, Inc. (the “Company”) previously entered into that certain Transaction Bonus and Release letter agreement, dated November 1, 2022 (the “Pri
November 30, 2023	EX-10.1	Form of Cash-Settled Equity Derivative Confirmation Exhibit 10.1 Date: November 29, 2023 To: 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X Capital”) and African Agriculture, Inc., a Delaware corporation (“African Agriculture”). Address: 1 World Trade Center, 85th Floor, New York, New York 10007 From: Vellar Opportunities Fund Master, Ltd. (“Seller”) Re: Cash-Settled Equity Derivative Transaction The purpose of th
November 30, 2023	EX-10.4	First Amendment to Transaction Bonus and Release, dated November 27, 2023 by and between African Agriculture Inc. and African Discovery Group Inc. Exhibit 10.4 Execution Version African Agriculture, Inc. 445 Park Avenue, Ninth Floor New York, NY 10022 November 28, 2023 African Discovery Group, Inc. c/o Alan Kessler 445 Park Avenue, 9th Floor, New York, New York 10022 Retention Bonus and Release Dear Alan: As you know, African Discovery Group, Inc. (“ADG”) and African Agriculture, Inc. (the “Company”) previously entered into that certain Tran
November 30, 2023	EX-10.3	First Amendment to Transaction Bonus and Release, dated November 27, 2023 by and between African Agriculture Inc. and Harry Green. Exhibit 10.3 Execution Version African Agriculture, Inc. 415 Park Avenue, Ninth Floor New York, NY 10022 November 28, 2023 Harry Green 172 Brewster Road, Scarsdale, New York 10583 Retention Bonus and Release Dear Harry: As you know, you and African Agriculture, Inc. (the “Company”) previously entered into that certain Transaction Bonus and Release letter agreement, dated November 1, 2022 (the “Pri
November 30, 2023	EX-2.1	Second Amendment to Agreement and Plan of Merger, dated as of November 29, 2023, by and among 10X Capital Venture Acquisition Corp. II, 10X AA Merger Sub, Inc. and African Agriculture, Inc. Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is entered into as of November 29, 2023, by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), 10X AA Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and African Agriculture, Inc., a Delaware corporatio
November 30, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 27, 2023 10X CAPITAL VEN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 27, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of i
November 30, 2023	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 27, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of i
November 30, 2023	EX-10.1	Form of Cash-Settled Equity Derivative Confirmation. Exhibit 10.1 Date: November 29, 2023 To: 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X Capital”) and African Agriculture, Inc., a Delaware corporation (“African Agriculture”). Address: 1 World Trade Center, 85th Floor, New York, New York 10007 From: Vellar Opportunities Fund Master, Ltd. (“Seller”) Re: Cash-Settled Equity Derivative Transaction The purpose of th
November 29, 2023	EX-99.1	10X Capital Venture Acquisition Corp. II Announces New Date for Extraordinary General Meeting to Vote on Business Exhibit 99.1 10X Capital Venture Acquisition Corp. II Announces New Date for Extraordinary General Meeting to Vote on Business Combination NEW YORK, NY (United States), Nov. 29, 2023 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. II (“10X II”) (NASDAQ:VCXA), a publicly traded special purpose acquisition company, has announced today that its previously announced extraordinary general meet
November 29, 2023	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 29, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of i
November 29, 2023	EX-99.1	10X Capital Venture Acquisition Corp. II Announces New Date for Extraordinary General Meeting to Vote on Business Exhibit 99.1 10X Capital Venture Acquisition Corp. II Announces New Date for Extraordinary General Meeting to Vote on Business Combination NEW YORK, NY (United States), Nov. 29, 2023 (GLOBE NEWSWIRE) - 10X Capital Venture Acquisition Corp. II (“10X II”) (NASDAQ:VCXA), a publicly traded special purpose acquisition company, has announced today that its previously announced extraordinary general meet
November 29, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 29, 2023 10X CAPITAL VEN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 29, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of i
November 27, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40722 10X CAPITAL
November 14, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.
November 8, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 8, 2023 10X CAPITAL VENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 8, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
November 8, 2023	424B3	PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF 10X CAPITAL VENTURE ACQUISITION CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 63,848,605 SHARES OF COMMON STOCK AND 6,884,908 WARRANTS OF 10X CAPITAL VENTURE ACQUISITION CORP. II (AFT Filed Pursuant to Rule 424(b)(3) Registration File No.: 333-269342 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF 10X CAPITAL VENTURE ACQUISITION CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR 63,848,605 SHARES OF COMMON STOCK AND 6,884,908 WARRANTS OF 10X CAPITAL VENTURE ACQUISITION CORP. II (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH
November 8, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 8, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
November 3, 2023	CORRESP	10X CAPITAL VENTURE ACQUISITION CORP. II 1 World Trade Center, 85th Floor, New York, New York 10007 10X CAPITAL VENTURE ACQUISITION CORP. II 1 World Trade Center, 85th Floor, New York, New York 10007 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-0001 Attn: Jeanne Baker Brian Cascio Jane Park Jason Drory 10X Capital Venture Acquisition Corp. II Registration Statement on Form S-4 Originally Filed January 20, 2023
October 30, 2023	S-4/A	As filed on October 27, 2023 As filed on October 27, 2023 No. 333-269342 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1594494 (State or other jurisdiction of incorporation or organization) (Primary Standard Indu
October 30, 2023	EX-10.31	Second Amended and Restated Promissory Note, dated October 27, 2023, between African Agriculture, Inc. and 10X Capital SPAC Sponsor II LLC. Exhibit 10.31 SECOND AMENDED AND RESTATED PROMISSORY NOTE $800,000.00 New York, NY Date of Issuance: October 27, 2023 FOR VALUE RECEIVED, African Agriculture, Inc., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay to the order of 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Noteholder”) the principal amount of $800,000.00 (eight hu
October 11, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): October 10, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
October 11, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): October 10, 2023 10X CAPITAL VENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): October 10, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
October 10, 2023	S-4/A	As filed on October 10, 2023 As filed on October 10, 2023 No. 333-269342 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1594494 (State or other jurisdiction of incorporation or organization) (Primary Standard Indu
October 10, 2023	CORRESP	********* 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County October 10, 2023 Century City Paris Chicago Riyadh* VIA EDGAR Dubai San Diego Düsseldorf San Francisco United States Securities and Exchange Commission Frankfurt Seoul Division of Corporation Finance Ham
October 10, 2023	EX-99.7	Consent of Osman Ahmed, as designee to the AFRAG PubCo board of directors. Exhibit 99.7 DIRECTOR CONSENT I hereby consent to serve as a director of AFRAG PubCo (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any prospectus and/or
October 10, 2023	EX-10.32	Partnership Contract for Project Development Commercial Agriculture, dated effective September 27, 2023, among African Agriculture, Inc., the Ministry of Agriculture and Deental Yakaare Ndema e Ngynaaka Economic Interest Grouping (GIE-DYNN). Exhibit 10.32 PARTNERSHIP CONTRACT For Project Development Commercial Agriculture Enter Ministry of Agriculture and Deental Yakaare Ndema e Ngynaaka Economic Interest Grouping GIE-DYNN and African Agriculture Incorporation Page 1 on 10 In line with the new state policy and in application : Ø First of all, the Communication to the Council of Ministers No CM 33 2021 / MAEPSP proposing a scheme to de
September 19, 2023	CORRESP	********* 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County September 19, 2023 Century City Paris Chicago Riyadh* VIA EDGAR Dubai San Diego Düsseldorf San Francisco United States Securities and Exchange Commission Frankfurt Seoul Division of Corporation Finance H
September 19, 2023	S-4/A	As filed on September 19, 2023 As filed on September 19, 2023 No. 333-269342 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1594494 (State or other jurisdiction of incorporation or organization) (Primary Standard In
September 19, 2023	EX-4.6	Form of Certificate of Corporate Domestication. Exhibit 4.6 CERTIFICATE OF DOMESTICATION OF 10X CAPITAL VENTURE ACQUISITION CORP. II Pursuant to Sections 103 and 388 of the General Corporation Law of the State of Delaware 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company, which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication (upon such domestication to be renamed “African
September 19, 2023	EX-10.31	Amended and Restated Promissory Note, dated September 8, 2023, between African Agriculture, Inc. and 10X Capital SPAC Sponsor II LLC. Exhibit 10.31 AMENDED AND RESTATED PROMISSORY NOTE $750,000.00 New York, NY Date of Issuance: September 8, 2023 FOR VALUE RECEIVED, African Agriculture, Inc., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay to the order of 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Noteholder”) the principal amount of $750,000.00 (seven hundred
September 11, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): September 11, 2023 10X CAPITAL VE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): September 11, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of
September 11, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): September 11, 2023 10X CAPITAL VE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): September 11, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of
August 21, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40722 10X CAPITAL VENTU
August 14, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.
August 11, 2023	EX-99.1	Form of Proxy for Extraordinary General Meeting. Exhibit 99.1
August 11, 2023	CORRESP	********* 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid Washington,
August 11, 2023	S-4/A	As filed on August 11, 2023 As filed on August 11, 2023 No. 333-269342 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1594494 (State or other jurisdiction of incorporation or organization) (Primary Standard Indus
August 11, 2023	EX-4.5	Specimen AFRAG PubCo Common Stock Certificate. Exhibit 4.5 NUMBER [] SHARES [] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] AFRICAN AGRICULTURE HOLDINGS INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF AFRICAN AGRICULTURE HOLDINGS INC. (THE “COMPANY”) transferable on the books of the Company in pers
August 9, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 8, 2023 10X CAPITAL VENTUR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 8, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of inco
August 9, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 8, 2023 10X CAPITAL VENTUR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 8, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of inco
June 30, 2023	CORRESP	********* June 30, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.
June 30, 2023	S-4/A	As filed on June 30, 2023 As filed on June 30, 2023 No. 333-269342 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1594494 (State or other jurisdiction of incorporation or organization) (Primary Standard Industr
May 22, 2023	EX-10.1	Second Amended and Restated Promissory Note, dated May 17, 2023, issued by the Company to the Sponsor. Exhibit 10.1 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE A
May 22, 2023	EX-3.1	Second Amended and Restated Memorandum and Articles of Association, as amended on May 10, 2023. Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of the Company held on the 10th May 2023, the following special resolutions were passed: 1. RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles of Association of the Compa
May 22, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40722 10X CAPITAL VENT
May 16, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 10, 2023 10X CAPITAL VENTURE 425 1 ea178646-8k42510xcap2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 10, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98
May 16, 2023	EX-3.1	Amendment to Second Amended and Restated Memorandum and Articles of Association of 10X II. Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman 10X Capital Venture Acquisition Corp. II (ROC # 371477) (the "Company") TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of the Company held on the 10th May 2023, the following special resolutions were passed: 1. RESOLVED, as a special resolution, that the Second
May 16, 2023	EX-3.1	Amendment to Second Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed by the Company on May 16, 2023 (File No. 001-40722)). Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman 10X Capital Venture Acquisition Corp. II (ROC # 371477) (the "Company") TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of the Company held on the 10th May 2023, the following special resolutions were passed: 1. RESOLVED, as a special resolution, that the Second
May 16, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 10, 2023 10X CAPITAL VENTURE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 10, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of incorp
May 15, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.
May 5, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 5, 2023 10X CAPITAL VENTURE A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 5, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of incorpo
May 5, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 5, 2023 10X CAPITAL VENTURE A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 5, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of incorpo
May 5, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
May 3, 2023	EX-10.1	Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to 10X II’s Current Report on Form 8-K (File No. 001-40722), filed with the SEC on May 3, 2023) Exhibit 10.1 NON-REDEMPTION AGREEMENT SPAC 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”). Sponsor 10X Capital SPAC Sponsor II LLC Investor [ ] Investor Agreements Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Second Amended and Restated Memorandum and Ar
May 3, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 2, 2023 10X CAPITAL VENTURE A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 2, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of incorpo
May 3, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
May 3, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 2, 2023 10X CAPITAL VENTURE A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 2, 2023 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of incorpo
May 3, 2023	EX-10.1	Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT SPAC 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”). Sponsor 10X Capital SPAC Sponsor II LLC Investor [ ] Investor Agreements Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Second Amended and Restated Memorandum and Ar
April 25, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEF 14A 1 def14a042310xcapitalven.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Pro
April 17, 2023	EX-10.15	Amended and Restated Promissory Note, dated as of November 14, 2022, issued by the Company to the Sponsor. Exhibit 10.15 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUB
April 17, 2023	EX-4.5	Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2022, 10X Capital Venture Acquisition Corp. II (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (“Units”), (ii)
April 17, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40722 10X Capital Ven
April 17, 2023	EX-4.4	Warrant Agreement, dated as of August 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2021, is by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHER
April 14, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission
March 31, 2023	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.
March 28, 2023	SC 13G	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Sculptor Capital LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) March 21, 2023 (Date of Event Which Requires Filing of this Statement) Check the
February 14, 2023	SC 13G	VCXA / 10X Capital Venture Acquisition Corp II - Class A / P SCHOENFELD ASSET MANAGEMENT LP - 10X CAPITAL VENTURE ACQUISITION CORP. II Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2021 and December 31, 2022 (Date of event which requires filing of this statement) Check
February 14, 2023	SC 13G/A	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d415312dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* 10X CAPITAL VENTURE ACQUISITION CORP. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires
February 13, 2023	SC 13G/A	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Castle Creek Arbitrage, LLC - AMENDMENT NO 1 Passive Investment SC 13G/A 1 c210230sc13ga1.htm AMENDMENT NO 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 10X Capital Venture Acquisition Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2022 (Date of Event Which Requ
February 10, 2023	SC 13G	VCXA / 10X Capital Venture Acquisition Corp II - Class A / SPRING CREEK CAPITAL LLC - SC 13G Passive Investment SC 13G 1 d465689dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing
February 10, 2023	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d465689dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A ordinary shares, par value $0.0001 per share, of 10X Capital Venture Acquisition Corp. II (this
January 25, 2023	SC 13G/A	VCXA / 10X Capital Venture Acquisition Corp II - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - 10X CAPITAL VENTURE ACQUISITION CORP. II Passive Investment SC 13G/A 1 p23-0228sc13ga.htm 10X CAPITAL VENTURE ACQUISITION CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 10X Capital Venture Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2022 (Date of e
January 20, 2023	EX-10.15	Lease Agreement, dated August 13, 2021, by and between African Agriculture, Inc. and an Immobilier SARL. Exhibit 10.15 LEASE AGREEMENT I. Designation of the parties This contract is concluded between the undersigned: AN IMMOBILIER SARL, located at liberty 6 extension, cité des jeunes cadres lébou, villa N25, Trade Register N SNDKR2013B10704, represented by Mrs. Ndeye Marie Diallo Hereinafter referred to as “the Lessor”; & African Agriculture (address, RC, ...): Hereinafter referred to as “the Taker
January 20, 2023	EX-21.1	List of Subsidiaries of 10X Capital Venture Acquisition Corp. II Exhibit 21.1 List of Subsidiaries of 10X Capital Venture Acquisition Corp. II Name of Subsidiary Jurisdiction of Organization 10X AA Merger Sub, Inc. Delaware
January 20, 2023	EX-99.4	Consent of Russell Read, as designee to the AFRAG PubCo board of directors. Exhibit 99.4 DIRECTOR CONSENT I hereby consent to serve as a director of AFRAG PubCo (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any prospectus and/or
January 20, 2023	EX-10.25	Transaction Bonus and Release, dated November 1, 2022, by and between African Agriculture, Inc. and African Discovery Group, Inc. Exhibit 10.25 African Agriculture, Inc. 415 Park Avenue, Ninth Floor New York, NY 10022 November 1, 2022 African Discovery Group, Inc. c/o Alan Kessler 445 Park Avenue, 9th Floor New York, NY 10022 Transaction Bonus and Release Dear Alan: As you know, African Agriculture, Inc. (the “Company”) is contemplating entering into a Merger Agreement, pursuant to which, if the transactions contemplated the
January 20, 2023	EX-10.12	Engagement and Advisory Agreement, dated September 13, 2021, by and between African Agriculture, Inc. and Dr. Daniel H. Putnam. Exhibit 10.12 African Agriculture, Inc. New York, NY September 13, 2021 ENGAGEMENT & ADVISORY AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into as of this day of September 13, 2021 (the “Effective Date”), by and between African Agriculture, Inc. (“AA”) located at 445 Park Avenue 9th Floor, NY, NY USA 10022 and Dr. Daniel H. Putnam located at 2224 Holman St., Woodland, CA 95776. I
January 20, 2023	EX-10.18	Partnership Agreement, dated January 2021, by and between the Farms of Teranga S.A. and the Municipality of Fass Ngom. Exhibit 10.18 REVISED PARTNERSHIP AGREEMENT BETWEEN THE FARMS OF TERANGA S.A. and THE MUNICIPALITY OF FASS NGOM January 2021 reminder Having regard to the Constitution; Having regard to Law 96-06 on the Code of Local Authorities; Having regard to Law No. 96-07 of 22 March 1996 on the transfer of powers to the regions, municipalities and rural communities; Having regard to Law No. 2013-10 of 28 Dec
January 20, 2023	EX-10.24	Transaction Bonus and Release, dated November 1, 2022, by and between African Agriculture, Inc. and Harry Green. Exhibit 10.24 African Agriculture, Inc. 415 Park Avenue, Ninth Floor New York, NY 10022 November 1, 2022 Harry Green 172 Brewster Road, Scarsdale, New York 10583 Transaction Bonus and Release Dear Harry: As you know, African Agriculture, Inc. (the “Company”) is contemplating entering into a Merger Agreement, pursuant to which, if the transactions contemplated thereby are consummated, 10X AA Merger
January 20, 2023	EX-10.28	Intercompany Loan Agreement, dated May 10, 2021, by and among African Agriculture, Inc., Agro Industries Corp. and Global Commodities LTD. Exhibit 10.28 African Agriculture, Inc. New York, NY May 10, 2021 INTERCOMPANY LOAN AGREEMENT BETWEEN AGRO-INDUSTRIES/ GLOBAL COMMODITIES AND AFRICAN AGRICULTURE THIS AGREEMENT (“Agreement”), is dated as of May 10, 2021 and is made by and between African Agriculture, Inc., a Delaware corporation (“Borrower’), Agro Industries Corp., a wholly owned subsidiary of AA (“Al”) and Global Commodities & In
January 20, 2023	EX-10.27	Master Agreement, dated February 28, 2018, by and among Gora Seck, Agro Industries Corp, Tampieri Financial Group S.p.A., Tempieri S.p.A., Davide Tampieri and Senhuile S.A. EX-10.27 20 fs42022ex10-2710xcap2.htm MASTER AGREEMENT, DATED FEBRUARY 28, 2018, BY AND AMONG GORA SECK, AGRO INDUSTRIES CORP, TAMPIERI FINANCIAL GROUP S.P.A., TEMPIERI S.P.A., DAVIDE TAMPIERI AND SENHUILE S.A Exhibit 10.27 MASTER AGREEMENT By and between - Mr. Gora Seck, a citizen Of the Republic of Senegal, born in Kaolack (Republic of Senegal) on 7 June 1964, residing in Avenue Nelson Mandela,
January 20, 2023	EX-10.16	Lease Agreement, dated December 5, 2021, by and among African Agriculture, Inc., Agro Industries Corp. and the municipality of Aderbissinat. Exhibit 10.16 AGREEMENT Between (1) African Agriculture, Inc. a Delaware corporation, registered under number 5721264, having as its agent CORPORATION SERVICE COMPANY, 251 Little Falls Drive, Wilmington, New Castle, DE 19808, United States of America, and having its offices at 445 Park Avenue, 9th Floor, New York, NY 10022, United States of America, represented by its President and Chief Executive
January 20, 2023	EX-99.5	Consent of Daphne Michelle Titus, as designee to the AFRAG PubCo board of directors. EX-99.5 30 fs42022ex99-510xcap2.htm CONSENT OF DAPHNE MICHELLE TITUS, AS DESIGNEE TO THE AFRAG PUBCO BOARD OF DIRECTORS Exhibit 99.5 DIRECTOR CONSENT I hereby consent to serve as a director of AFRAG PubCo (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1
January 20, 2023	EX-99.3	Consent of Modest Jonathan Mero, as designee to the AFRAG PubCo board of directors. EX-99.3 28 fs42022ex99-310xcap2.htm CONSENT OF MODEST JONATHAN MERO, AS DESIGNEE TO THE AFRAG PUBCO BOARD OF DIRECTORS Exhibit 99.3 DIRECTOR CONSENT I hereby consent to serve as a director of AFRAG PubCo (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 19
January 20, 2023	EX-10.23	Restricted Stock Unit Award Agreement, dated November 1, 2022, by and between African Agriculture, Inc. and African Discovery Group, Inc. Exhibit 10.23 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is dated as of November 1, 2022, and is made by and between African Agriculture, Inc., a Delaware corporation (the “Company”), and the participant whose name appears on the signature page to this Agreement (“Participant”). Capitalized but undefined terms will have the meaning set forth
January 20, 2023	EX-FILING FEES	Filing Fee Table. Exhibit 107 Exhibit Calculation of Filing Fee Tables FORM S-4 (Form Type) 10X CAPITAL VENTURE ACQUISITION CORP.
January 20, 2023	EX-10.30	Joinder to the Letter Agreement, dated December 8, 2022, between the Company, the Sponsor and Mike Brown. Exhibit 10.30 Execution Version JOINDER to LETTER Agreement This Joinder to Letter Agreement (this “Joinder”) is made this 8th day of December, 2022, by Michael Brown (the “Director”), in respect of that certain Letter Agreement (the “Letter Agreement”), dated as of August 10, 2021, by and among 10X Capital SPAC Sponsor II LLC (the “Sponsor”), 10X Capital Venture Acquisition Corp. II, (the “Compan
January 20, 2023	EX-10.29	Partnership Agreement, dated May 14, 2022, by and between African Agriculture, Inc. and The Directorate General of Water and Forests. Exhibit 10.29 REPUBLIQUE DU NIGER AFRICAN AGRICULTURE, Inc. AFRICAN AGRICULTURE, Inc. Direction Générale des Eaux et Forêts (DGEF) Convention NO Convention NO AA, Inc./DGEF/2022 CONVENTION DE PARTENARIAT (PARTNERSHIP AGREEMENT) Reboisement des forêts classées et production de crédits carbone au Niger (Reforestation of forest reserves and production of carbon credits in Niger) May 2022 Mai 2022 Ent
January 20, 2023	EX-10.21	Amended and Restated Advisor Agreement, dated May 21, 2022, by and between African Agriculture, Inc. and African Discovery Group, Inc. Exhibit 10.21 EXECUTION VERSION AMENDED AND RESTATED ADVISOR AGREEMENT This Amended and Restated Advisor Agreement (this “Agreement”) is dated as of May 21, 2022 (the “Effective Date”), and is made by and between African Agriculture, Inc., a Delaware corporation (the “Company”) and African Discovery Group, Inc., a Delaware corporation (“Advisor”). The Company and Advisor may each be referred to he
January 20, 2023	EX-99.6	Consent of Bisa Williams, as designee to the AFRAG PubCo board of directors. Exhibit 99.6 DIRECTOR CONSENT I hereby consent to serve as a director of AFRAG PubCo (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any prospectus and/or
January 20, 2023	EX-3.5	Bylaws of African Agriculture, Inc. Exhibit 3.5 BYLAWS OF AFRICAN AGRICULTURE, INC. (a Delaware corporation) ARTICLE I OFFICES 1.1 Registered Office. The registered office of Jupiter Acquisition Corporation (the “Corporation”) in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at such location is Corporation Service Company. 1.2 Other Offices.
January 20, 2023	EX-10.20	Amended and Restated Employment Agreement, dated May 21, 2022, by and between African Agriculture, Inc. and Harry Green. Exhibit 10.20 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is dated as of May 21, 2022 (the “Effective Date”) by and between African Agriculture, Inc., a Delaware corporation (the “Company”) and Harry Green (the “Executive”). The Company and Executive may each be referred to herein as a “Party”, and collectively as th
January 20, 2023	EX-10.17	Lease Agreement, dated November 27, 2021, by and among African Agriculture, Inc., Agro Industries Corp. and the municipality of Ingall. Exhibit 10.17 Agreement between The Companies and the Municipality of Ingall AGREEMENT Between (1) African Agriculture, Inc. a Delaware corporation, registered under number 5721264, having as its agent CORPORATION SERVICE COMPANY, 251 Little Fails Drive, Wilmington, New Castle, DE 19808, United States of America, and having its offices at 445 Park Avenue, 9th Floor, New York, NY 10022, United Stat
January 20, 2023	EX-10.14	Amended and Restated Sales and Marketing Agreement, dated May 10, 2019, by and between Monitor Power Systems AS and African Discovery Group LLC. Exhibit 10.14 AMENDED AND RESTATED SALES AND MARKETING AGREEMENT This Amended And Restated Sales And Marketing Agreement (“Agreement”) is made and entered into as of the 10th day of May 2019 (“Effective Date”) by and between Monitor Power Systems AS (“MPS”) and African Discovery Group LLC (“ADG”) (individually, a “Party” and collectively, the “Parties”). RECITALS: WHEREAS, MPS and ADG desire to co
January 20, 2023	EX-10.11	Agreement for Delivery of Pre-Construction Activities, dated December 22, 2021, by and between African Agriculture, Inc. and Willing Hands AS. Exhibit 10.11 AGREEMENT FOR DELIVERY OF PRE-CONSTRUCTION ACTIVITIES This agreement (the “Agreement’) is made and entered into this 12.22.21 by and between: 1) Wiling Hands AS, reg.no. 915 063 489, Ronatoppen 63A, 4638 Kristiansand, Norway (the “Company” or “WH”); and 2) AFRICAN Agriculture, Inc., a Delaware Corporation, 445 Park Avenue, 9th floor, New York, NY 10022 (the “Partner” or “AA”) (The Co
January 20, 2023	EX-10.19	Contribution Agreement, dated June 24, 2021, by and between the shareholders of Agro Industries Corp listed as signatories thereto, Agro Industries Corp. and African Agriculture, Inc. Exhibit 10.19 Execution Version CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of June 24, 2021, by and between the shareholders of Agro Industries Corp (the “Shareholders”) listed as signatories to this Agreement (the “Contributing Party”), Agro Industries Corp., a Cayman Islands exempted company, with registered offices at 2nd Floor, Strathvale House, 90 North C
January 20, 2023	S-4	As filed on January 20, 2023 As filed on January 20, 2023 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. II* (Exact name of registrant as specified in its charter) Cayman Islands* 6770 98-1594494 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Cod
January 20, 2023	EX-10.13	Framework Agreement, dated July 8, 2021, by and between African Agriculture, Inc. and MPS Infrastructure Inc. Exhibit 10.13 FRAMEWORK AGREEMENT BETWEEN AFRICAN AGRICULTURE INC AND MPS INFRASTRUCTURE INC SOLAR POWER GENERATION This Framework Agreement (hereinafter the “Agreement”) is entered into as of July 14, 2021 Between: African Agriculture Inc (“African Ag”) 445 Park Avenue Ninth Floor New York, NY 10022 And MPS Infrastructure (“MPS”) 110 West 40th Street Suite 300 New York, NY 10023 Each a “Party” an
January 20, 2023	EX-10.22	African Agriculture, Inc. 2022 Incentive Plan and form Restricted Stock Unit Award Agreement. EX-10.22 16 fs42022ex10-2210xcap2.htm AFRICAN AGRICULTURE, INC. 2022 INCENTIVE PLAN AND FORM RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.22 AFRICAN AGRICULTURE, INC. 2022 INCENTIVE PLAN 1. Establishment of the Plan; Effective Date; Duration. (a) Establishment of the Plan; Effective Date. African Agriculture, Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compe
January 20, 2023	EX-3.4	Certificate of Incorporation of African Agriculture, Inc. Exhibit 3.4 State of Delaware Secretary of State Division of Corporations Delivered 06:13 PM 05/07/2021 FILED 06:13 PM 05/07/2021 SR 20211662196 - File Number 5721264 CERTIFICATE OF INCORPORATION OF AFRICAN AGRICULTURE, INC. (Under Section 102 of the Delaware General Corporation Law) FIRST: The name of the corporation is African Agriculture, Inc. (the “Corporation”). SECOND: The address of the reg
January 20, 2023	EX-99.2	Consent of Orim Graves, as designee to the AFRAG PubCo board of directors. Exhibit 99.2 DIRECTOR CONSENT I hereby consent to serve as a director of AFRAG PubCo (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and any prospectus and/or
January 20, 2023	EX-10.10	Service Contract, dated July 14, 2021, by and between African Agriculture, Inc. and FGM International. EX-10.10 4 fs42022ex10-1010xcap2.htm SERVICE CONTRACT, DATED JULY 14, 2021, BY AND BETWEEN AFRICAN AGRICULTURE, INC. AND FGM INTERNATIONAL Exhibit 10.10 SERVICE CONTRACT Between African Agriculture Inc. (“The Client”) 445 Park Avenue, 9th Floor New York, NY 10022, USA 86-3812100 Represented by Alan Kessler, CEO And FGM International (“The Contractor”) 1 avenue Gustave Eiffel 17400 Saint Jean d’Ang
December 9, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 1, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
December 9, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 1, 2022 10X CAPITAL VENT 425 1 ea169871-8k42510xcap2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 1, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-4072
December 9, 2022	EX-10.1	Joinder to the Letter Agreement, dated as of December 8, 2022, between the Company, the Sponsor and Michael Brown (incorporated herein by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed by the Company on December 9, 2022 (File No. 001-40722)). Exhibit 10.1 Execution Version JOINDER to LETTER Agreement This Joinder to Letter Agreement (this ?Joinder?) is made this 8th day of December, 2022, by Michael Brown (the ?Director?), in respect of that certain Letter Agreement (the ?Letter Agreement?), dated as of August 10, 2021, by and among 10X Capital SPAC Sponsor II LLC (the ?Sponsor?), 10X Capital Venture Acquisition Corp. II, (the ?Company
December 9, 2022	EX-10.1	Joinder to the Letter Agreement, dated December 8, 2022, between the Company, the Sponsor and Mike Brown. Exhibit 10.1 Execution Version JOINDER to LETTER Agreement This Joinder to Letter Agreement (this ?Joinder?) is made this 8th day of December, 2022, by Michael Brown (the ?Director?), in respect of that certain Letter Agreement (the ?Letter Agreement?), dated as of August 10, 2021, by and among 10X Capital SPAC Sponsor II LLC (the ?Sponsor?), 10X Capital Venture Acquisition Corp. II, (the ?Company
November 21, 2022	SC 13G	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Radcliffe Capital Management, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) 10X Capital Venture Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G87076108
November 14, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-
November 9, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 9, 2022 (November 9, 202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 9, 2022 (November 9, 2022) 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other
November 9, 2022	EX-3.1	Second Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed by the Company on November 9, 2022 (File No. 001- 40722)). EX-3.1 2 d408841dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED 9 NOVEMBER 2022 AND EFFECTIVE ON 9 NOVEMBER 2022) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES
November 9, 2022	8-K	Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 9, 2022 (November 9, 2022) 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other
November 7, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use
November 4, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 4, 2022 10X CAPITAL VENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 4, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
November 4, 2022	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 4, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
November 3, 2022	EX-99.1	AFRICAN AGRICULTURE, A GLOBAL FOOD SECURITY AND SUSTAINABILITY COMPANY, TO LIST ON NASDAQ VIA PLANNED MERGER WITH 10X CAPITAL VENTURE ACQUISITION CORP II (NASDAQ: VCXA) EX-99.1 Exhibit 99.1 AFRICAN AGRICULTURE, A GLOBAL FOOD SECURITY AND SUSTAINABILITY COMPANY, TO LIST ON NASDAQ VIA PLANNED MERGER WITH 10X CAPITAL VENTURE ACQUISITION CORP II (NASDAQ: VCXA) NEW YORK, November 2, 2022 — • African Agriculture Inc. (“AAGR” or the “Company”) has entered into a merger agreement with 10X Capital Venture Acquisition Corp. II (Nasdaq: VCXA). • AAGR is led by a management
November 3, 2022	EX-2.1	Agreement and Plan of Merger, dated as of November 2, 2022, by and among 10X Capital Venture Acquisition Corp. II, 10X AA Merger Sub, Inc. and African Agriculture, Inc. EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of November 2, 2022 by and among 10X CAPITAL VENTURE ACQUISITION CORP. II, 10X AA MERGER SUB, INC., and AFRICAN AGRICULTURE, INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Construction 21 ARTICLE II THE MERGER; CLOSING 22 2.01 The Merger 22 2.02 Effects of the Merger 22 2.03 Closing 22 2
November 3, 2022	EX-10.2	Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 3, 2022 (File No. 001-40722)). EX-10.2 Exhibit 10.2 FORM OF NON-REDEMPTION AGREEMENT SPAC 10X Capital Venture Acquisition Corp. II, a Cayman Island exempted company (“SPAC”). Sponsor 10X Capital SPAC Sponsor II LLC Investor [ ] Investor Agreements Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Amended and Restated Memorandu
November 3, 2022	EX-10.3	Standby Equity Purchase Agreement, dated November 2, 2022, by and between 10X Capital Venture Acquisition Corp. II and YA II PN, Ltd. EX-10.3 Exhibit 10.3 EXECUTION VERSION STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 2, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and 10X CAPITAL VENTURE ACQUISITION CORP. II, a company incorporated under the laws of the Cayman Islands (the “Company”). WHEREAS, the par
November 3, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 2, 2022 10X CAPITAL VENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 2, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
November 3, 2022	EX-10.4	OTC Equity Prepaid Forward Transaction by and among 10X Capital Venture Acquisition Corp. II, African Agriculture Inc. and Vellar Opportunity Fund SPV LLC – Series 8 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 3, 2022 (File No. 001-40722)). EX-10.4 Exhibit 10.4 [Execution Version] Date: November 2, 2022 To: 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X II”) and African Agriculture, Inc., a Delaware corporation (“Target”). Address: 1 World Trade Center, 85th Floor New York, New York 10007 From: Vellar Opportunity Fund SPV LLC—Series 8 (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose
November 3, 2022	425	Filed by 10X Capital Venture Acquisition Corp. II pursuant to 425 1 d378330d425.htm 425 Filed by 10X Capital Venture Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. II (Commission File No. 001-40722) Date: November 3, 2022 AFRICAN AGRICULTURE, A GLOBAL FOOD SECURITY AND SU
November 3, 2022	EX-10.1	Acquiror Support Agreement, dated November 2, 2022 by and among 10X Capital Venture Acquisition Corp. II, African Agriculture Inc., 10X Capital SPAC Sponsor II LLC and the directors and executive officers of 10X Capital Venture Acquisition Corp. II named therein. EX-10.1 Exhibit 10.1 ACQUIROR SUPPORT AGREEMENT This ACQUIROR SUPPORT AGREEMENT (this “Agreement”), dated as of November 2, 2022, is made by and among 10x Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X”), African Agriculture Inc., a Delaware corporation (“African Agriculture”), and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Spon
November 3, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use
November 3, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 2, 2022 10X CAPITAL VENT 425 1 d378330d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 2, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State o
October 19, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEF 14A 1 d382602ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Pr
October 7, 2022	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Con
October 7, 2022	CORRESP	* * * CORRESP 1 filename1.htm 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460 www.lw.com FIRM / AFFILIATE OFFICES Austin Moscow Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh* Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai October 7, 2022 Hong Kong Silicon Valley Houston Singapore London Tel
September 16, 2022	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 PRE 14A 1 d382602dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Pr
August 15, 2022	EX-10.1	Mutual Termination of Merger Agreement, dated as of August 12, 2022, by and among 10X Capital Acquisition Corp. II, 10X First Merger Sub, Inc., 10X Second Merger Sub, LLC and Prime Blockchain Inc. Exhibit 10.1 Execution Version MUTUAL TERMINATION OF MERGER AGREEMENT This Mutual Termination of Merger Agreement (this ?Agreement?), dated as of August 12, 2022, is entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (?Acquiror?), 10X Magic First Merger Sub, Inc., a Delaware corporation (?First Merger Sub?), 10X Magic Second Merger Sub, LLC, a Del
August 15, 2022	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 12, 2022 10X Capital Venture Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of inc
August 15, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40722
May 16, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4072
April 6, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): March 31, 2022 10X CAPITAL VENTUR 425 1 d646309d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): March 31, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or
April 6, 2022	EX-99.1	PRIMEBLOCK, AN INFRASTRUCTURE PROVIDER FOR BLOCKCHAIN TECHNOLOGY THAT MINES CRYPTOCURRENCIES, AND 10X CAPITAL VENTURE ACQUISITION CORP. II ANNOUNCE PLANNED MERGER Exhibit 99.1 PRIMEBLOCK, AN INFRASTRUCTURE PROVIDER FOR BLOCKCHAIN TECHNOLOGY THAT MINES CRYPTOCURRENCIES, AND 10X CAPITAL VENTURE ACQUISITION CORP. II ANNOUNCE PLANNED MERGER SAN FRANCISCO and NEW YORK, April 01, 2022 ? ? Combination of PrimeBlock and 10X Capital Venture Acquisition Corp. II to advance PrimeBlock?s focus on the blockchain ecosystem ? In Q4 2021, PrimeBlock generated $24.4 million
April 6, 2022	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): March 31, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of inco
April 6, 2022	EX-2.1	Agreement and Plan of Merger, dated as of March 31, 2022, by and among 10X Capital Venture Acquisition Corp. II, 10X Magic First Merger Sub, Inc., 10X Magic Second Merger Sub, LLC and Prime Blockchain Inc. EX-2.1 2 d646309dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of March 31, 2022 by and among 10X CAPITAL VENTURE ACQUISITION CORP. II, 10X MAGIC MERGER SUB, INC., 10X MAGIC MERGER SUB II, LLC, and PRIME BLOCKCHAIN INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Construction 17 ARTICLE II THE MERGER; CLOSING 18 2.01 The Firs
April 6, 2022	EX-10.3	Common Stock Purchase Agreement, dated March 31, 2022, by and between 10X Capital Venture Acquisition Corp. II and CF Principal Investments LLC. Exhibit 10.3 Execution Version COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 1, 2022 (this ?Agreement?), by and between CF Principal Investments LLC, a Delaware limited liability company (the ?Investor?), and 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted Company (the ?Company?). For purposes of this Agreement, refere
April 6, 2022	EX-10.2	Form of Company Support Agreement. Exhibit 10.2 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this ?Agreement?) is entered into as of March 31, 2022, by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (?10X?), [ ? ], a [ ? ] (the ?Stockholder?), and, solely with respect to Section 1(a) hereto, Prime Blockchain Inc., a Delaware corporation (?PrimeBlock?). Each of 10X, the Sto
April 6, 2022	EX-99.2	Disclaimer This presentation (this “presentation”) has been prepared for use by 10X Capital Venture Acquisition Corp. II (“10X Capital”) and Prime Blockchain Inc. (the “Company” or “PrimeBlock”) in connection with their proposed business combination Prime Blockchain Inc. April 2022 Exhibit 99.2 Disclaimer This presentation (this ?presentation?) has been prepared for use by 10X Capital Venture Acquisition Corp. II (?10X Capital?) and Prime Blockchain Inc. (the ?Company? or ?PrimeBlock?) in connection with their proposed business combination (together, the ?Transaction?). This presentation is for informational purposes only and is being provide
April 6, 2022	EX-10.1	Acquiror Support Agreement, dated March 31, 2022, by and among 10X Capital Venture Acquisition Corp. II, Prime Blockchain Inc., and 10X Capital SPAC Sponsor II LLC and the directors and executive officers of 10X Capital Venture Acquisition Corp. II named therein. EX-10.1 3 d646309dex101.htm EX-10.1 Exhibit 10.1 Execution Version ACQUIROR SUPPORT AGREEMENT This ACQUIROR SUPPORT AGREEMENT (this “Agreement”), dated as of March 31, 2022, is made by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X”), Prime Blockchain Inc., a Delaware corporation (“PrimeBlock”), and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limi
April 1, 2022	425	Prime Blockchain Inc. April 2022 Filed by 10X Capital Venture Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subjec 425 1 d297928d425.htm 425 Prime Blockchain Inc. April 2022 Filed by 10X Capital Venture Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. II (Commission File No. 001-40722) Date: April 1, 2022 Disclaimer This pres
April 1, 2022	425	Filed by 10X Capital Venture Acquisition Corp. II pursuant to 425 1 d535470d425.htm 425 Filed by 10X Capital Venture Acquisition Corp. II pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: 10X Capital Venture Acquisition Corp. II (Commission File No. 001-40722) Date: April 1, 2022 PRIMEBLOCK, AN INFRASTRUCTURE PROVIDER FOR BLOCKCHAIN
March 30, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-407
March 30, 2022	EX-4.5	Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2021, 10X Capital Venture Acquisition Corp. II (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant (?Units?),
February 15, 2022	SC 13D	VCXA / 10X Capital Venture Acquisition Corp II - Class A / 10X Capital SPAC Sponsor II LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G87076 108 (CUSIP Number) 1 World Trade Center, 85th Floor New York, NY 10007 (212) 257-0069 (Name, Address and Telephone N
February 15, 2022	EX-99.1	JOINT FILING AGREEMENT EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of February 14, 2022 by and between 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company, 10X Capital Advisors, LLC, a Delaware limited liability company, Hans Thomas and David Weisburd (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its
February 14, 2022	SC 13G/A	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* 10X Capital Venture Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G8707610
February 14, 2022	SC 13G/A	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Sculptor Capital LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 10X CAPITAL VENTURE ACQUISITION CORP. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the app
February 11, 2022	SC 13G	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Castle Creek Arbitrage, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appro
February 9, 2022	SC 13G/A	VCXA / 10X Capital Venture Acquisition Corp II - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - 10X CAPITAL VENTURE ACQUISITION CORP. II Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 10X Capital Venture Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box
February 7, 2022	SC 13G	VCXA / 10X Capital Venture Acquisition Corp II - Class A / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G87076108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appr
January 31, 2022	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis
January 28, 2022	8-K	Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 28, 2022 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of in
November 15, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-
September 29, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): September 29, 2021 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of
September 29, 2021	EX-99.1	10X Capital Venture Acquisition Corp. II Announces the Separate Trading of its Ordinary Shares and Warrants, Commencing October 1, 2021 Exhibit 99.1 10X Capital Venture Acquisition Corp. II Announces the Separate Trading of its Ordinary Shares and Warrants, Commencing October 1, 2021 New York, NY ? September 29, 2021 ? 10X Capital Venture Acquisition Corp. II (Nasdaq: VCXAU) (the ?Company?) announced today that, commencing October 1, 2021, holders of the units sold in the Company?s initial public offering may elect to separately t
September 24, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40722
August 26, 2021	SC 13G	VCXAU / 10X Capital Venture Acquisition Corp. II Unit / HIGHBRIDGE CAPITAL MANAGEMENT LLC - 10X CAPITAL VENTURE ACQUISITION CORP. II Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X Capital Venture Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G87076124** (CUSIP Number) August 16, 2021 (Date of event which requires filing of this statement) Check the appropriate box to
August 19, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 13, 2021 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or other jurisdiction of inc
August 19, 2021	EX-99.1	10X CAPITAL VENTURE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 13, 2021 F-3 Notes to Financial Statement F-4 Table of Contents Exhibit 99.1 10X CAPITAL VENTURE ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 13, 2021 F-3 Notes to Financial Statement F-4 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of 10X Capital Venture Acquisition C
August 18, 2021	SC 13G	Sculptor Capital LP - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 10X CAPITAL VENTURE ACQUISITION CORP. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G87076124 (CUSIP Number) August 11, 2021 (Date of Event Which Requires Filing of this Statement) Check the approp
August 13, 2021	EX-1.1	Underwriting Agreement, dated August 10, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters. Exhibit 1.1 UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: August 10, 2021 10X CAPITAL VENTURE ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York August 10, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The un
August 13, 2021	EX-10.5	Private Placement Units Purchase Agreement, dated as of August 10, 2021, by and between the Company and Cantor Fitzgerald & Co. (incorporated herein by reference to Exhibit 10.5 filed with the Company’s Form 8-K filed by the Company on August 13, 2021 (File No. 001-40722)). EX-10.5 9 d216263dex105.htm EX-10.5 Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of August 10, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and
August 13, 2021	EX-99.1	10X Capital Venture Acquisition Corp. II Announces Pricing of $200 Million Initial Public Offering Exhibit 99.1 10X Capital Venture Acquisition Corp. II Announces Pricing of $200 Million Initial Public Offering New York, NY, Aug. 10, 2021 (GLOBE NEWSWIRE) ? 10X Capital Venture Acquisition Corp. II (the ?Company?) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Capital Market (?Nasdaq?) and trade
August 13, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 d216263d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 10, 2021 10X CAPITAL VENTURE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40722 98-1594494 (State or
August 13, 2021	EX-3.1	Amended and Restated Memorandum and Articles of Association. EX-3.1 3 d216263dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED 10 AUGUST 2021 AND EFFECTIVE ON 10 AUGUST 2021) 1 The name of the Company is 10X Capital Venture Acquisition Corp. II 2 The Registered Office of the
August 13, 2021	EX-4.1	Warrant Agreement between Continental Stock Transfer & Trust Company and Registrant, dated August 10, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed by the Registrant on August 13, 2021 (File No. 001-40722)). Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of August 10, 2021, is by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WHER
August 13, 2021	EX-10.4	Private Placement Units Purchase Agreement, dated as of August 10, 2021, by and between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.4 filed with the Company’s Form 8-K filed by the Company on August 13, 2021 (File No. 001-40722)). Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of August 10, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and 10X Capital SPAC Sponsor II LLC, a C
August 13, 2021	EX-10.6	Administrative Services Agreement, dated August 10, 2021, by and between 10X Capital Venture Acquisition Corp. II and 10X Capital SPAC Sponsor II LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2021). Exhibit 10.6 10X CAPITAL VENTURE ACQUISITION CORP. II 1 World Trade Center, 85th Floor New York, NY 10007 August 10, 2021 10X Capital SPAC Sponsor II LLC 1 World Trade Center, 85th Floor New York, NY 10007 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among 10X Capital Venture Acquisition Corp. II (the ?Company?) and 10X Capital SPAC Sp
August 13, 2021	EX-10.3	Registration Rights Agreement, dated August 10, 2021, by and among 10X Capital Venture Acquisition Corp. II, 10X Capital SPAC Sponsor II LLC, and the other holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 13, 2021) (File No. 001-40722)). Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 10, 2021, is made and entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the ?Sponsor?), Cantor Fitzgerald & Co. (?Cantor?), the qualified
August 13, 2021	EX-10.2	Investment Management Trust Agreement, dated August 10, 2021, by and between 10X Capital Venture Acquisition Corp. II and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2021). Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of August 10, 2021 by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Fo
August 13, 2021	EX-10.1	Letter Agreement, dated August 10, 2021, by and among 10X Capital Venture Acquisition Corp. II, 10X Capital SPAC Sponsor II LLC, and the officers and directors of 10X Capital Venture Acquisition Corp. I (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 13, 2021 (File No. 001-40722)). Exhibit 10.1 August 10, 2021 10X Capital Venture Acquisition Corp. II 1 World Trade Center, 85th Floor New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands ex
August 13, 2021	EX-99.2	10X Capital Venture Acquisition Corp. II Announces Closing of $200 Million Initial Public Offering Exhibit 99.2 10X Capital Venture Acquisition Corp. II Announces Closing of $200 Million Initial Public Offering New York, NY ? August 13, 2021 ? 10X Capital Venture Acquisition Corp. II (Nasdaq: VCXAU) (the ?Company?) today announced that it closed its initial public offering of 20,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $200,000,000. The units are
August 12, 2021	424B4	$200,000,000 10X Capital Venture Acquisition Corp. II 20,000,000 Units Table of Contents FILED PURSUANT TO RULE 424(b)(4) REGISTRATION NO. 333-253867 PROSPECTUS $200,000,000 10X Capital Venture Acquisition Corp. II 20,000,000 Units 10X Capital Venture Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar
August 11, 2021	SC 13G	Radcliffe Capital Management, L.P. - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* 10X Capital Venture Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G87076124
August 9, 2021	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 10X Capital Venture Acquisition Corp. II (Exa UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 10X Capital Venture Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 98-1594494 (State of incorporation or organization) (I.R.S. Employer Identification
August 6, 2021	CORRESP	[signature page follows] August 6, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
August 6, 2021	CORRESP	10X Capital Venture Acquisition Corp. II 1 World Trade Center, 85th Floor New York, NY 10007 CORRESP 1 filename1.htm 10X Capital Venture Acquisition Corp. II 1 World Trade Center, 85th Floor New York, NY 10007 August 6, 2021 VIA EDGAR Jim Lopez U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: 10X Capital Venture Acquisition Corp. II Registration Statement on Form S-1 Filed March 4, 2021, as amended File No. 333-253867 De
July 30, 2021	EX-10.5	Form of Private Placement Units Purchase Agreement between the Registrant and Cantor Fitzgerald & Co. Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
July 30, 2021	EX-10.1	Form of Letter Agreement among the Registrant, 10X Capital SPAC Sponsor II LLC and each of the executive officers and directors of the Registrant. Exhibit 10.1 [●], 2021 10X Capital Venture Acquisition Corp. II 1 World Trade Center, 85th Floor New York, NY 10007 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted
July 30, 2021	EX-10.3	Form of Registration Rights Agreement among the Registrant, 10X Capital SPAC Sponsor II LLC and the Holders signatory thereto. EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), the qualifi
July 30, 2021	EX-4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, t
July 30, 2021	EX-1.1	Form of Underwriting Agreement. Exhibit 1.1 UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: [ ], 2021 10X CAPITAL VENTURE ACQUISITION CORP. II UNDERWRITING AGREEMENT New York, New York [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, 1
July 30, 2021	EX-4.3	Specimen Warrant Certificate. Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW 10X CAPITAL VENTURE ACQUISITION CORP. II Incorporated Under the Laws of the Cayman Islands CUSIP G87076 116 Warrant Certificate This Warrant Certificate certifies that , or registered assigns,
July 30, 2021	EX-3.2	Form of Amended and Restated Memorandum and Articles of Association. EX-3.2 3 d123170dex32.htm EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 10X CAPITAL VENTURE ACQUISITION CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEM
July 30, 2021	EX-4.1	Specimen Unit Certificate. EX-4.1 4 d123170dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] 10X CAPITAL VENTURE ACQUISITION CORP. II UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one Class A
July 30, 2021	EX-10.4	Form of Private Placement Units Purchase Agreement between the Registrant and 10X Capital SPAC Sponsor II LLC. Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and 10X Capital SPAC Sponsor II LLC, a Cayman
July 30, 2021	EX-10.10	Form of Investment Agreement among the Registrant, 10X Capital SPAC Sponsor II LLC and the anchor investors Exhibit 10.10 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of July [●], 2021, is by and among (i) 10X CAPITAL VENTURE ACQUISITION CORP. II, a Cayman Islands exempted company (the “SPAC”), (ii) 10X CAPITAL SPAC SPONSOR II, LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) [●] (“Investor”). WHEREAS, in connection with the initial public offerin
July 30, 2021	EX-10.2	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1
July 30, 2021	S-1/A	As filed with the U.S. Securities and Exchange Commission on July 30, 2021. Table of Contents As filed with the U.S. Securities and Exchange Commission on July 30, 2021. Registration No. 333-253867 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 10X Capital Venture Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-159
July 2, 2021	CORRESP	Analysis of Warrants July 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.
July 2, 2021	EX-4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, t

VCXAU / 10X Capital Venture Acquisition Corp II - Units (1 Ord Share Class A & 1/3 War) - Documents déposés auprès de la SEC, rapport annuel, procuration

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