Item 1.01. Entry into A Material Definitive Agreement

On November 2, 2022, 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company ("10X II"), 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 II, 10X AA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of 10X II, and African Agriculture, Inc., a Delaware corporation ("African Agriculture"). The Merger Agreement provides for the terms and conditions of a proposed business combination transaction with African Agriculture (the "Business Combination"). Concurrently with the execution of the Merger Agreement and on November 4, 2022, certain initial public offering ("IPO") anchor investors of 10X II (the "Initial 10X II Anchor Investors") entered into non-redemption agreements (the "Initial Non-Redemption Agreements") with 10X II and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company ("Sponsor").

On November 8, 2022, an additional investor of 10X II (together with the Initial 10X II Anchor Investors, the "10X II Investors") entered into a non-redemption agreement (together with the Initial Non-Redemption Agreements, the "Non-Redemption Agreements") with 10X II and Sponsor.

Pursuant to the Non-Redemption Agreements, the 10X II Investors agreed for the benefit of 10X II to (i) vote certain 10X II ordinary shares owned or acquired (the "Subject 10X II Equity Securities"), representing 3,705,743 10X II ordinary shares in the aggregate, in favor of the Extension Proposal (as defined below) and (ii) not redeem the Subject 10X II Equity Securities in connection with the Extension Proposal. In connection with these commitments from the 10X II Investors, Sponsor has agreed to transfer to each 10X II Investor an amount of its Class B ordinary shares on or promptly after the consummation of the Business Combination.

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K (this "Current Report") under the heading "Proposal 1" is incorporated by reference into this Item 5.03 to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Extraordinary General Meeting

On November 9, 2022, 10X II held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting"), at which holders of 10X II's 21,506,829 ordinary shares, comprised of 10X II's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), and 10X II's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), were present in person or by proxy, representing approximately 78.71% of the voting power of the 27,321,667 issued and outstanding ordinary shares of 10X II, comprised of 20,655,000 Class A Ordinary Shares and 6,666,667 Class B Ordinary Shares, entitled to vote at the Extraordinary General Meeting at the close of business on September 19, 2022, which was the record date (the "Record Date") for the Extraordinary General Meeting. 10X II's shareholders of record as of the close of business on the Record Date are referred to herein as "Shareholders". In connection with the Extension (as defined below), a total of 212 Shareholders have elected to redeem an aggregate of 15,357,970 Class A Ordinary Shares, representing approximately 74.35% of the issued and outstanding Class A Ordinary Shares. A summary of the voting results at the Extraordinary General Meeting for each of the proposals is set forth below.

Proposal 1

The Shareholders approved, by special resolution, the proposal to amend and restate 10X II's Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A of the proxy statement to extend the date by which 10X II must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an "initial business combination"), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in 10X II's initial public offering, from November 13, 2022 to May 13, 2023 (the "Extension," and such proposal, the "Extension Proposal"). The voting results for such proposal were as follows:



   For       Against   Abstain   Broker Non-Votes
20,896,325   605,539    4,965           0

On November 9, 2022, to effectuate the Extension, 10X II filed with the Cayman Islands Registrar of Companies the Second Amended and Restated Memorandum and Articles of Association of 10X II (the "Second A&R Charter"). The foregoing description of the Second A&R Charter does not purport to be complete and is qualified in its entirety by the terms of the Second A&R Charter, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Proposal 2

The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, was not presented at the Extraordinary General Meeting, as the Extension Proposal received a sufficient number of votes for approval.

Item 7.01. Entry Into A Material Definitive Agreement.

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

Additional Information and Where to Find It



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10X II intends to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (as amended, the "Registration Statement"), which will include a preliminary proxy statement/prospectus of 10X II, in connection with the Business Combination. After the Registration Statement is declared effective, 10X II will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 10X II's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with 10X II's solicitation of proxies for its shareholders' meeting to be held to approve the Business Combination because the proxy statement/prospectus will contain important information about 10X II, African Agriculture and the Business Combination. The definitive proxy statement/prospectus will be mailed to shareholders of 10X II as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the Registration Statement, each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, without charge, once available, at the SEC's website at www.sec.gov. In addition, the documents filed by 10X II may be obtained free of charge from 10X II at https://www.10xspac.com/spacII. Alternatively, these documents, when available, can be obtained free of charge by directing a request to: 10X Capital Venture Acquisition Corp. II, 1 World Trade Center, 85th Floor, New York, NY 10007. The information contained on or accessible through 10X II's corporate website or any other website that it may maintain is not part of this Current Report.

Participants in the Solicitation

10X II, African Agriculture and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of 10X II's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of 10X II's directors and officers in 10X II's filings with the SEC, including the Registration Statement to be filed with the SEC by 10X II, and such information and names of African Agriculture's directors and executive officers will also be in the Registration Statement to be filed with the SEC by 10X II, which will include the proxy statement of 10X II for the Business Combination.

Forward Looking Statements

Certain statements in this Current Report may be considered forward-looking statements. Forward-looking statements generally relate to future events or 10X II's or African Agriculture's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of African Agriculture are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by 10X II and its management, and African Agriculture and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against 10X II, African Agriculture, the combined company or others following the announcement of the Business Combination; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of 10X II or to satisfy other closing conditions; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of African Agriculture as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the



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Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that African Agriculture or the combined company may be adversely affected by other economic, business and/or competitive factors; and (11) other risks and uncertainties described in 10X II's registration statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2021 and its subsequent Quarterly Reports on Form 10-Q, and in the Registration Statement to be filed by 10X II with the SEC in connection with the Business Combination.

Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither 10X II nor African Agriculture undertakes any duty to update these forward-looking statements.

No Offer or Solicitation

This Current Report relates to a proposed business combination between 10X II and African Agriculture. This document is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.      Description

  3.1        Second Amended and Restated Memorandum and Articles of Association of
           10X II.

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

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



* Furnished herewith.



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