Hans Thomas Form 3 10X Capital Venture Acquisition Corp. III / Hans Thomas ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

10X Capital SPAC Sponsor III LLC

(Last) (First) (Middle)

10X CAPITAL VENTURE ACQUISITION CORP.

III 1 WORLD TRADE CENTER, 85TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2022

3. Issuer Name and Ticker or Trading Symbol
10X Capital Venture Acquisition Corp. III [ VCXB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	10,005,000	(1)	D(2)

1. Name and Address of Reporting Person^*

10X Capital SPAC Sponsor III LLC

(Last) (First) (Middle)

10X CAPITAL VENTURE ACQUISITION CORP.

III 1 WORLD TRADE CENTER, 85TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Thomas Hans

(Last) (First) (Middle)

10X CAPITAL VENTURE ACQUISITION CORP.

1 WORLD TRADE CENTER, 85TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

Explanation of Responses:

1. The Class B ordinary shares are convertible for the Issuer's Class ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253868) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,305,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. 10X Capital SPAC Sponsor III LLC (the "Sponsor") is the record holder of the securities reported herein. Hans Thomas is the managing member of the Sponsor. Mr. Thomas has voting and investment discretion with respect to the securities held of record by the Sponsor.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney.

	/s/ Joanna Heinz, Attorney-in-Fact for 10X Capital SPAC Sponsor III LLC	01/11/2022
	/s/ Joanna Heinz, Attorney-in-Fact for Hans Thomas	01/11/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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