PROXY STATEMENT SUPPLEMENT
November 7, 2022
To the Shareholders of
10X Capital Venture Acquisition Corp. II:
This is a supplement (this Supplement) to the definitive proxy statement of 10X Capital
Venture Acquisition Corp. II, a Cayman Islands exempted company (10X), dated October 19, 2022 (as supplemented by an initial supplement to the definitive proxy statement, dated November 3, 2022, the Proxy
Statement), that was sent to you in connection with 10Xs extraordinary general meeting of shareholders scheduled for November 9, 2022 at 9:00 AM, Eastern Time, at the offices of Latham & Watkins LLP, located at 1271
Avenue of the Americas, New York, New York 10020, and virtually via the Internet at https://www.cstproxy.com/10xcapitalii/2022 (the Extraordinary General Meeting).
At the Extraordinary General Meeting, 10Xs shareholders will be asked to consider and vote upon a proposal to amend 10Xs Amended and Restated
Memorandum and Articles of Association (the Charter) to extend the date by which 10X must consummate an initial business combination from November 13, 2022 to May 13, 2023 (the Extension, such date,
the Extended Date, and such proposal, the Extension Proposal).
As previously disclosed, on November 2, 2022,
10X entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the Merger Agreement), by and among 10X, 10X AA Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of 10X, and African Agriculture, Inc., a Delaware corporation (African Agriculture), pursuant to which 10X will engage in a business combination transaction with African Agriculture (the Business
Combination). Concurrently with the execution of the Merger Agreement, certain initial public offering anchor investors of 10X (the Initial 10X Anchor Investors) entered
into non-redemption agreements with 10X and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the Sponsor).
10X has filed this Supplement with the Securities and Exchange Commission (the SEC) to advise shareholders that on November 4, 2022,
additional initial public offering anchor investors of 10X (the Additional 10X Anchor Investors and together with the Initial 10X Anchor Investors, the 10X Anchor Investors) entered into non-redemption agreements (collectively, the Non-Redemption Agreements) with 10X and Sponsor, pursuant to which such 10X Anchor Investors agreed for the
benefit of 10X to (i) vote certain 10X ordinary shares now owned or hereafter acquired (the Subject 10X Equity Securities), representing 3,355,743 10X ordinary shares in the aggregate, in favor of the Extension Proposal and
(ii) not redeem the Subject 10X Equity Securities in connection with the Extension Proposal. In connection with these commitments from the 10X Anchor Investors, the Sponsor has agreed to transfer to each 10X Anchor Investor an amount of its
Class B ordinary shares following the closing of the Merger (as defined in the Merger Agreement).
Pursuant to the Charter, a public shareholder may
request that 10X redeems all or a portion of such public shareholders public shares for cash if the Extension Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i) (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public
shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii) prior to 5:00 p.m.,
Eastern Time, on November 7, 2022 (two business days prior to the vote at the Extraordinary General Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company (Continental), the
Companys transfer agent, that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company, in each case in accordance with the
procedures and deadlines described in the Proxy Statement. In order to validly redeem
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