Hans Thomas Form 4/A 10X Capital Venture Acquisition Corp. II / David Weisburd ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

10X Capital SPAC Sponsor II LLC

(Last) (First) (Middle)

10X CAPITAL VENTURE ACQUISITION CORP. II

1 WORLD TRADE CENTER, 85TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
10X Capital Venture Acquisition Corp. II [ VCXA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/16/2021

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	08/13/2021		S			1,334,339	(1)	(1)	Class A Ordinary Shares	1,334,339	$0.003	6,332,328(2)	D(3)

1. Name and Address of Reporting Person^*

10X Capital SPAC Sponsor II LLC

(Last) (First) (Middle)

10X CAPITAL VENTURE ACQUISITION CORP. II

1 WORLD TRADE CENTER, 85TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

10X Capital Advisors, LLC

(Last) (First) (Middle)

C/O 10X CAPITAL VENTURE ACQUISITION CORP

II, 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

II, 1 WORLD TRADE CENTER, 85TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Weisburd David

(Last) (First) (Middle)

C/O 10X CAPITAL VENTURE ACQUISITION CORP

II, 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 A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253867) (the "Registration Statement") and have no expiration date.

2. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,000,000 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.

3. 10X Capital SPAC Sponsor II LLC (the "Sponsor") is the record holder of the securities reported herein. 10X Capital Advisors, LLC is the manager of the Sponsor (the "Manager"). Mr. Thomas and Mr. Weisburd are the managing members of the Manager and have 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. This amendment is being filed to include as Reporting Persons (i) 10X Capital Advisors, LLC, the manager of 10X Capital SPAC Sponsor II LLC (the "Sponsor") and (ii) David Weisburd, the co-managing member of 10X Capital Advisors, LLC, each of whom was omitted from the initial filing due to inadvertent administrative oversight

	/s/ Joanna Heinz, Attorney-in-Fact for 10X Capital SPAC Sponsor II LLC	03/11/2022
	/s/ Joanna Heinz, Attorney-in-Fact for 10X Capital Advisors, LLC	03/11/2022
	/s/ Joanna Heinz, Attorney-in-Fact for David Weisburd	03/11/2022
	/s/ Joanna Heinz, Attorney-in-Fact for Hans Thomas	03/11/2022
	** Signature of Reporting Person	Date
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