United States securities and exchange commission logo
October 2, 2023
Hans Thomas
Chief Executive Officer
10X Capital Venture Acquisition Corp. II
1 World Trade Center, 85th Floor
New York, NY 10007
Re: 10X Capital Venture
Acquisition Corp. II
Amendment No. 3 to
Registration Statement on Form S-4
Filed September 19,
2023
File No. 333-269342
Dear Hans Thomas:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our August 23, 2023
letter.
Amendment No. 3 to Form S-4 filed September 19, 2023
Background to the Business Combination, page 109
1. We note your revisions
in response to our prior comment 1, which we reissue in part.
While we note your
disclosure that 10X II did not sign NDAs with any of the five targets
following the
termination of the PrimeBlock Merger Agreement, please also expand your
disclosure relating to
the five target companies you considered to address the disclosure
issues included in our
prior comment 1.
Certain AFRAG Projected Financial Information, page 126
2. We acknowledge your
revised disclosure in response to our prior comment 5, which we
reissue in part. Please
revise your disclosure to discuss the aggregate amount of capital
AFRAG assumed was
needed for each year projected.
Hans Thomas
10X Capital Venture Acquisition Corp. II
October 2, 2023
Page 2
The Forward Purchase Agreement, page 171
3. We note your response to prior comments 6 and 7. Given that Vellar
may, in its
discretion, declare an Optional Early Termination from time to time
prior to the Maturity
Date and sell their shares at such time, please expand your
disclosures to clarify that any
intended liquidity benefit related to mitigating redemptions prior to
the Business
Combination may be short lived given the terms of the Optional Early
Termination.
Disclose the earliest date that Vellar may declare an early
termination.
Note 2(cc), page 182
4. We note your response to prior comment 9. Please note that the
appropriate guidance for
recording pro forma adjustments is Rule 11-02(a)(6)(i)(A) and (B).
Rule 11-
02(a)(6)(i)(B) states that "adjustments that depict in the pro forma
condensed statements
of comprehensive income the effects of the pro forma balance sheet
adjustments in
paragraph (a)(6)(i)(A) of this section assuming those adjustments were
made as of the
beginning of the fiscal year presented." In this regard, we note that
$2,300 adjustment in
Note 2(C) represents estimated direct and incremental transaction
costs incurred by 10X II
after the balance sheet date. As such, it is not clear why the
adjustment in Note 2(cc) is
not $2,300. Please revise accordingly or reconcile the $6,323 10X
transaction costs
presented in Note 2(cc) to the $2,300 10X transaction costs presented
in Note 2(C) and
provide support for your presentation.
Information about AFRAG, page 213
5. We note your disclosure on page 227 that AFRAG entered into definitive
agreements with
the Government of Mauritania and the community of Gie Dynne. We also
refer to your
disclosure on page 215 that simultaneously with the formation of African
Agriculture
Mauritania LLC SARL on July 25, 2023, AFRAG entered into a lease. Please
advise
whether the definitive agreements with the Government of Mauritania and
Gie Dynne are
related to the lease agreement that AFRAG entered into on July 25, 2023.
Please expand
your disclosure of such definitive agreements and provide a brief
description of the
material terms of such definitive agreements with the Government of
Mauritania and Gie
FirstName LastNameHans Thomas
Dynne and file the definitive agreements and the lease agreement, as
applicable, as
Comapany Name10X
exhibits Capital Venture
to the registration Acquisition
statement Corp.
or explain II why you believe
you are not required
to us
Octoberto2,do2023
so. Refer
Page 2to Item 601(b)(10) of Regulation S-K.
FirstName LastName
Hans Thomas
FirstName
10X CapitalLastNameHans Thomas
Venture Acquisition Corp. II
Comapany
October Name10X Capital Venture Acquisition Corp. II
2, 2023
October
Page 3 2, 2023 Page 3
FirstName LastName
Please contact Jeanne Baker at 202-551-3691 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: David Stewart, Esq.