As filed on August 11, 2023

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

10X Capital Venture Acquisition Corp. II*
(Exact name of registrant as specified in its charter)

_____________________

1 World Trade Center, 85th Floor
New York, New York 10007
(212) 257-0069
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

Hans Thomas
Chief Executive Officer and Chairman
1 World Trade Center, 85th Floor
New York, New York 10007
(212) 257-0069
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

Copies of all communications, including communications sent to agent for service, should be sent to:

___________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

___________________________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in the preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in the preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED AUGUST 11, 2023

PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
10X CAPITAL VENTURE ACQUISITION CORP. II
(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR
63,848,605 SHARES OF COMMON STOCK AND
6,884,908 WARRANTS OF
10X CAPITAL VENTURE ACQUISITION CORP. II
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE
STATE OF DELAWARE, WHICH WILL BE RENAMED AFRICAN AGRICULTURE HOLDINGS INC. IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)

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The board of directors of 10X Capital Venture Acquisition Corp. II., a Cayman Islands exempted company (“10X II”) has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated November 2, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 3, 2023 (as further amended from time to time the “Merger Agreement”), by and among 10X II, 10X AA Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and African Agriculture, Inc., a Delaware corporation (“AFRAG”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the deregistration of 10X II under the Cayman Islands Companies Act (As Revised) and the domestication under Part XII of the Delaware General Corporation Law, pursuant to which 10X II’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware at least one day prior to the Closing (the “Domestication”). As described in the accompanying proxy statement/prospectus, 10X II’s shareholders are being asked to consider a vote upon each of the Domestication and the Business Combination, among other items. As used in the accompanying proxy statement/prospectus, “AFRAG PubCo” refers to 10X II (which, in connection with the Domestication, will change its name to “African Agriculture Holdings Inc.”) after giving effect to the Domestication.

In connection with the Domestication, at least one day prior to the Closing Date (each as defined in the accompanying proxy statement/prospectus), (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), of 10X II will convert, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock, par value $0.0001 per share, of AFRAG PubCo (the “AFRAG PubCo Class A Common Stock”), (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Class B ordinary shares”), of 10X II will convert, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class B common stock, par value $0.0001 per share, of AFRAG PubCo (the “AFRAG PubCo Class B Common Stock”), (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of 10X II will become exercisable for AFRAG PubCo Common Stock beginning 30 days after the Closing at an exercise price of $11.50 per share on the terms and conditions set forth in the 10X II warrant agreement, (iv) the governing documents of 10X II will be amended and restated and become the certificate of incorporation and the bylaws of AFRAG PubCo as described in the accompanying proxy statement/prospectus and (v) the form of the certificate of incorporation and the bylaws will be appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by the 10X II shareholders, other than the amendments to the 10X II governing documents that are contemplated by the Charter Amendment Proposal, which is a condition to the Closing of the Business Combination. In connection with clauses (i), (ii) and (iii) of this paragraph, each issued and outstanding 10X II unit that has not been previously separated into the underlying Class A ordinary share and the underlying one-third of one 10X II warrant prior to the Domestication will be cancelled and will entitle the holder thereof to one share of AFRAG PubCo Common Stock and one-third of one AFRAG PubCo warrant, with such whole warrant representing the right to purchase one share of AFRAG PubCo Common Stock at an exercise price of $11.50 per share, on the terms and subject to the conditions set forth in the 10X II warrant agreement. In connection with the consummation of the Merger, each share of AFRAG PubCo Class A Common Stock and AFRAG PubCo Class B Common Stock will each convert into one share of AFRAG PubCo Common Stock. No fractional warrants will be issued upon the separation of units and only whole warrants will trade. Accordingly, unless you hold at least three units of 10X II, you will not be able to receive or trade a warrant when the units are separated.

On the Closing Date, Merger Sub will merge with and into AFRAG (the “Merger”), with AFRAG being the surviving company. After giving effect to such Merger, AFRAG shall be a wholly owned subsidiary of AFRAG PubCo. In accordance with the terms and subject to the conditions of the Merger Agreement and the Proposed Charter, at Closing, (i) each share of AFRAG PubCo Class A Common Stock shall automatically convert, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of AFRAG PubCo (the

“AFRAG PubCo Common Stock”), (ii) each share of AFRAG Class B Common Stock shall automatically convert, on a one-for-one basis, into a share of AFRAG PubCo Common Stock, (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of 10X II will become exercisable for AFRAG PubCo Common Stock beginning 30 days after the Closing at an exercise price of $11.50 per share on the terms and conditions set forth in the 10X II warrant agreement and (iv) each share of common stock of AFRAG issued and outstanding immediately prior to the Effective Time (as defined in the accompanying proxy statement/prospectus), shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable shares of AFRAG PubCo Common Stock equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the Merger Agreement) by (ii) ten dollars ($10) by (y) the Aggregate Fully Diluted Company Shares (as defined in the Merger Agreement).

It is anticipated that, upon completion of the Business Combination, (i) the AFRAG Holders (as defined in the accompanying proxy statement/prospectus) will own, collectively, approximately 79.0%, 80.5% and 82.1% of the outstanding AFRAG PubCo Common Stock, and (ii) 10X II’s Initial Shareholders (as defined in the accompanying proxy statement/prospectus) will own approximately 10.4%, 10.6% and 10.8% of the outstanding AFRAG PubCo Common Stock, in each case, on a fully-diluted basis assuming that none, 50% and the maximum number of 10X II’s outstanding public shares are redeemed in connection with the Business Combination and there are no shares are purchased under the Forward Purchase Agreement, respectively. See “Business Combination Proposal — Ownership of AFRAG PubCo” for more details.

The accompanying proxy statement/prospectus covers 63,848,605 shares of AFRAG PubCo Common Stock (including shares that are to be issued or may be issuable upon exercise of the 10X II warrants). The number of shares of AFRAG PubCo Common Stock that the accompanying proxy statement/prospectus covers includes the maximum number of shares that may be issued to AFRAG Holders and the maximum number of shares issued or issuable to the existing shareholders and warrant holders of 10X II, in each case, in connection with the Business Combination.

10X II’s units, public shares and public warrants are currently listed on Nasdaq under the symbols “VCXAU,” “VCXA” and “VCXAW,” respectively. 10X II will apply for listing, to be effective at the time of the Business Combination, of AFRAG PubCo Common Stock and warrants on Nasdaq under the proposed symbols “AAGR” and “AAGRW,” respectively. It is a condition of the consummation of the Business Combination that 10X II receive confirmation from Nasdaq that AFRAG PubCo has been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that 10X II will obtain such confirmation from Nasdaq, and you may not know whether the listing condition has been met at the time of the extraordinary general meeting. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by AFRAG.

10X II will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination at            , Eastern Time, on            , 2023. For the purposes of Cayman Islands Companies Law and the Second Amended and Restated Memorandum and Articles of Association of 10X II, the physical location of the extraordinary general meeting shall be at the offices of Latham & Watkins LLP located at 1271 6th Avenue, New York, New York 10020, or you or your proxyholder will be able to attend and vote at the extraordinary general meeting online by visiting https://www.cstproxy.com/10xcapitalii/sm2023 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

10X II is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and has elected to take advantage of certain reduced public company reporting requirements. See “Summary of the Proxy Statement/Prospectus — Emerging Growth Company.”

Following the consummation of the Business Combination, Global Commodities & Investments Ltd. is expected to control approximately 57.5% of the combined voting power of AFRAG PubCo Common Stock. As a result, AFRAG PubCo will be a “controlled company” under the rules of Nasdaq. We currently do not intend to avail ourselves of the controlled company exemption under the Nasdaq corporate governance standards.

If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing VCXA.info@investor.morrowsodali.com. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/10xcapitalii/sm2023.

The accompanying proxy statement/prospectus provides shareholders of 10X II with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of 10X II. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. In particular, when you consider the recommendation of the board of directors of 10X II to vote in favor of the proposals described in the accompanying proxy statement/prospectus, you should keep in mind that 10X II’s directors and officers have interests in the Business Combination that are different from, in addition to or may conflict with your interests as a shareholder. For instance, the Sponsor, and the officers and directors of 10X II who have invested in the Sponsor entity, will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. See the section entitled “Interests of 10X II’s Directors and Officers in the Business Combination” for a further discussion. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 34 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated            , 2023, and is first being mailed to 10X II’s shareholders on or about            , 2023.

10X CAPITAL VENTURE ACQUISITION CORP. II

A Cayman Islands Exempted Company
(Company Number 371477)
1 World Trade Center, 85th Floor
New York, New York 10007

Dear 10X Capital Venture Acquisition Corp. II Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X II” and, after the Domestication, as described below, “AFRAG PubCo”), at            , on            , 2023, at the offices of Latham & Watkins LLP located at 1271 6th Avenue, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be adjourned. We are also planning for the meeting to be held virtually over the Internet, but the physical location of the meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association.

As further described in the accompanying proxy statement/prospectus, in connection with the Domestication (as such term is defined below), at least one day prior to the Closing Date (as described below), among other things, (i) all of the outstanding shares of 10X II will be converted into common stock of a Delaware corporation and (ii) the governing documents of 10X II will be amended and restated. In connection with the Domestication, 10X II will change its name to “African Agriculture Holdings Inc.” As used in the accompanying proxy statement/prospectus, “AFRAG PubCo” refers to 10X II after giving effect to the Domestication.

At the extraordinary general meeting, 10X II shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal” to approve and adopt the Agreement and Plan of Merger, dated as of November 2, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 3, 2023 (as further amended from time to time the “Merger Agreement”), by and among 10X II, 10X AA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and African Agriculture Inc., a Delaware corporation (“AFRAG”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, including the transactions contemplated thereby, and to vote upon a proposal to approve the Domestication, which is referred to herein as the “Domestication Proposal.”

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, the following transactions will occur:

(1)    At least one day prior to the Closing Date, 10X II will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) (for further details, see “Proposal No. 2 — The Domestication Proposal”).

(2)    On the Closing Date, Merger Sub will merge with and into AFRAG (the “Merger”), with AFRAG being the surviving company. After giving effect to such Merger, AFRAG shall be a wholly owned subsidiary of AFRAG PubCo. In accordance with the terms and subject to the conditions of the Merger Agreement, at Closing, each share of common stock of AFRAG issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable shares of common stock of AFRAG PubCo (“AFRAG PubCo Common Stock”) equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the Merger Agreement) by (ii) ten dollars ($10.00) by (y) the sum, without duplication, of the aggregate number of shares of AFRAG common stock that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon the exercise or settlement of options or restricted stock units of AFRAG (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any AFRAG convertible note issued prior to the date of the Merger Agreement and outstanding at the Effective Time.

In addition to the Business Combination Proposal and the Domestication Proposal, you will also be asked to consider and vote upon (a) a proposal to adopt the proposed new certificate of incorporation of AFRAG PubCo upon the Domestication (the “Proposed Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, which is referred to herein as the “Charter Amendment Proposal”, (b) eight separate proposals to approve material differences between 10X II’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the Proposed Charter, which are referred to herein collectively as “Advisory Charter Proposals”, (c) a proposal to approve, for purpose of complying with Nasdaq Listing Rule 5635, the issuance of AFRAG PubCo Common Stock in connection with the Business Combination and the SEPA, which is referred to herein as the “Nasdaq Proposal,” (d) a proposal to approve and adopt the African Agriculture Holdings Inc. 2023 Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex L, which is referred to herein as the “Equity Incentive Plan Proposal,” and (e) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, and the Equity Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. The Advisory Charter Proposals are conditioned upon the approval of the Charter Amendment Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to 10X II shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient 10X II ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting or (B) in order to solicit additional proxies from 10X II shareholders in favor of one or more of the proposals at the extraordinary general meeting.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, the Amended and Restated Registration Rights Agreement, the Acquiror Support Agreement, the AFRAG Support Agreement, the AFRAG Lock-Up Agreements, the Standby Equity Purchase Agreement and the Forward Purchase Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal — Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of 10X II’s public shares (a “public shareholder”) may request that 10X II redeem all or a portion of such public shares for cash if the Business Combination is consummated. In order to redeem public shares underlying units, holders of units must elect to separate their units into the underlying public shares and warrants prior to exercising redemption rights with respect to such public shares. Holders that hold their units in an account at a brokerage firm or bank must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), 10X II’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem their public shares regardless of whether they vote “for” or “against” the Business Combination Proposal, or do not vote at all, and regardless of whether they hold public shares on the record date. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, 10X II will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of 10X II’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on approximately $21.9 million of funds in the Trust Account and 2,119,553 public shares subject to possible redemption, in each case, as of May 10, 2023, this would have amounted to approximately $10.32 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to

exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of AFRAG PubCo Common Stock will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of 10X II — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Initial Shareholders have, pursuant to the Acquiror Support Agreement (each as defined in the accompanying proxy statement/prospectus), agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting in connection with the consummation of the Business Combination and not to redeem any public shares they own. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Initial Shareholders own 61.3% of the issued and outstanding ordinary shares. See “Business Combination Proposal — Related Agreements — Acquiror Support Agreement” in the accompanying proxy statement/prospectus for more information related to the Acquiror Support Agreement.

The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

10X II is providing the accompanying proxy statement/prospectus and accompanying proxy card to 10X II’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by 10X II’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of 10X II’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 34 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of 10X II has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger and the Domestication, and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger and the Domestication, and “FOR” all other proposals presented to 10X II’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of 10X II, you should keep in mind that 10X II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of 10X II’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of the Domestication Proposal and Charter Amendment Proposal each require a special resolution under Cayman Islands Companies Law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Additionally, solely in connection with the Domestication Proposal, each holder of Class B ordinary shares will have ten votes per share while each holder of Class A ordinary shares will have one vote per share. The approval of each of the Business Combination Proposal, each Advisory Charter Proposal, the Equity Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Additionally, the Advisory Charter Proposals are conditioned on the approval of the Charter Amendment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

ALL HOLDERS OF PUBLIC SHARES HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS, (2) DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT, AND (3) TENDER YOUR SHARES TO 10X II’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of 10X II’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated            , 2023 and is first being mailed to shareholders on or about            , 2023.

10X CAPITAL VENTURE ACQUISITION CORP. II

A Cayman Islands Exempted Company
(Company Number 371477)
1 World Trade Center, 85th Floor
New York, New York 10007

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON            , 2023

TO THE SHAREHOLDERS OF 10X CAPITAL VENTURE ACQUISITION CORP. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X II”), will be held at            , Eastern Time, on            , 2023, at the offices of Latham & Watkins LLP located at 1271 6th Avenue, New York, New York 10020. The extraordinary general meeting may also be attended through a “virtual” or online method. You will be able to attend the extraordinary general meeting online, vote and submit your questions during the extraordinary general meeting by visiting            . You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

•        Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by an ordinary resolution under Cayman Islands Companies Law, 10X II’s entry into the Merger Agreement, dated as of November 2, 2022 (as 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 (“Merger Sub”) and African Agriculture, Inc., a Delaware corporation (“AFRAG”), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of 10X II as an exempted company in the Cayman Islands and the continuation and domestication of 10X II as a corporation in the State of Delaware at least one day prior, Merger Sub will merge with and into AFRAG, with AFRAG being the surviving company. After giving effect to such Merger, AFRAG shall be a wholly owned subsidiary of AFRAG PubCo. At Closing, each share of common stock of AFRAG issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable shares of common stock of AFRAG PubCo (“AFRAG PubCo Common Stock”) equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the Merger Agreement) by (ii) ten dollars ($10.00) by (y) the sum, without duplication, of the aggregate number of shares of AFRAG common stock that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon the exercise or settlement of options or restricted stock units of AFRAG (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any AFRAG convertible note issued prior to the date of the Merger Agreement and outstanding at the Effective Time, in accordance with the terms of the Merger Agreement and certain related agreements (including the Amended and Restated Registration Rights Agreement, the AFRAG Support Agreement, the Standby Equity Purchase Agreement, the Forward Purchase Agreement, the Acquiror Support Agreement, the AFRAG Lock-Up Agreements, and the African Agriculture Holdings Inc. 2023 Incentive Plan, each in the form attached to the proxy statement/prospectus as Annex E, Annex F, Annex G, Annex H, Annex I, Annex J and Annex L, respectively), and the transactions contemplated thereby.

•        Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal, as a special resolution under Cayman Islands Companies Law, that 10X II be transferred by way of continuation to Delaware pursuant to Article 47 of 10X II’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Governing Documents”), Part XII of the Cayman Islands Companies Act, and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, 10X II be continued and domesticated as a corporation under the laws of the State of Delaware.

•        Proposal No. 3 — Charter Amendment Proposal — to consider and vote upon a proposal, as a special resolution under Cayman Islands Companies Law, to approve the amendment and restatement of the Existing Governing Documents by their deletion and replacement with the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Proposed Charter”) and bylaws, a copy of which is attached to the proxy statement/prospectus as Annex D (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of AFRAG PubCo, which, if approved, would take effect immediately after the Domestication.

•        Proposal No. 4 — Advisory Charter Proposals — to consider and vote, on a non-binding advisory basis, upon the following seven (7) separate resolutions to approve material differences between the Proposed Charter and the Existing Governing Documents:

•        Advisory Charter Proposal 4A — to increase the authorized share capital of 10X II from US$55,100 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii)            shares of common stock, par value $0.0001 per share, of AFRAG PubCo and            shares of preferred stock, par value $0.0001 per share, of AFRAG PubCo.

•        Advisory Charter Proposal 4B — to authorize the board of directors of AFRAG PubCo (the “AFRAG PubCo Board”) to issue any or all shares of AFRAG PubCo preferred stock in one or more series, with such terms and conditions as may be expressly determined by the AFRAG PubCo Board and as may be permitted by the DGCL.

•        Advisory Charter Proposal 4C — to permit removal of a director only for cause and only by the affirmative vote of the holders of at a majority of the voting power of all of the outstanding shares of voting stock of AFRAG PubCo entitled to vote at an election of directors, voting together as a single class.

•        Advisory Charter Proposal 4D — to provide that, subject to the rights of holders of any series of preferred stock, the number of directors will be fixed from time to time by a majority of the AFRAG PubCo Board.

•        Advisory Charter Proposal 4E — to eliminate the ability of AFRAG PubCo stockholders to take action by written consent in lieu of a meeting.

•        Advisory Charter Proposal 4F — to provide that the Proposed Bylaws may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the AFRAG PubCo Board present at any regular or special meeting of the AFRAG PubCo Board at which a quorum is present or (y) by the approval of at least two-thirds of the voting power of all of the then-outstanding shares of voting stock of AFRAG PubCo.

•        Advisory Charter Proposal 4G — to provide that the Proposed Charter may be amended, altered, repealed or adopted by the approval of at least two-thirds of the voting power of all of the then-outstanding shares of voting stock of AFRAG PubCo for amendments for certain provisions of the Proposed Charter relating to: (i) actions taken by the stockholders of AFRAG PubCo, (ii) exculpation of personal liability of a director of AFRAG PubCo and indemnification of persons serving as directors or officers of AFRAG PubCo, (iii) forum for certain legal actions, (iv) renunciation of certain corporate opportunities, and (v) amendments to the Proposed Charter and AFRAG PubCo Bylaws.

•        Advisory Charter Proposal 4H — to provide that the Court of Chancery for the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for certain stockholder actions, provided that that the exclusive forum provision in the Proposed Charter does not apply to claims arising out of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, for which the federal district courts of the United States are the exclusive forum.

•        Proposal No. 5 — The Nasdaq Proposal — to consider and vote upon a proposal to approve, as an ordinary resolution under Cayman Islands Companies Law, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of AFRAG PubCo Common Stock in connection with the Business Combination and the SEPA, plus any additional shares pursuant to subscription agreements we or AFRAG may enter into prior to Closing.

•        Proposal No. 6 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve, as an ordinary resolution under Cayman Islands Companies Law, the African Agriculture Holdings Inc. 2023 Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex L.

•        Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to approve, as an ordinary resolution under Cayman Islands Companies Law, the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to 10X II shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient 10X II ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting or (B) in order to solicit additional proxies from 10X II shareholders in favor of one or more of the proposals at the extraordinary general meeting.

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Nasdaq Proposal and the Equity Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Charter Proposals are conditioned upon the approval of the Charter Amendment Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

These items of business are described in more detail in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on            , 2023 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to 10X II’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of 10X II’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 34 of this proxy statement/prospectus.

After careful consideration, the board of directors of 10X II has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger and Domestication, and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger and Domestication, and “FOR” all other proposals presented to 10X II’s shareholders in this proxy statement/prospectus.    When you consider the recommendation of these proposals by the board of directors of 10X II, you should keep in mind that 10X II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of 10X II’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request that 10X II redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental, 10X II’s transfer agent, in which you (i) request that 10X II redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and (iii) deliver your public shares to Continental, 10X II’s transfer agent, physically or electronically through The Depository Trust Company; and

(iii)   deliver your certificates for public shares (if any) along with the redemption forms to Continental, 10X II’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to            ,            Time, on            , 2023 (two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, 10X II’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold public shares on the record date. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, 10X II’s transfer agent, AFRAG PubCo will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of 10X II’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on approximately $21.9 million of funds in the Trust Account and 2,119,553 public shares subject to possible redemption, in each case, as of May 10, 2023, this would have amounted to approximately $10.32 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of AFRAG PubCo Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of 10X II — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Our Initial Shareholders have, pursuant to the Acquiror Support Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting in connection with the consummation of the Business Combination and not to redeem any public shares they own. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Initial Shareholders own 61.3% of the issued and outstanding ordinary shares. Accordingly, 10X II would not need any of the public shares to be voted in favor of the Business Combination Proposal in order for it to be approved, assuming all outstanding shares are voted on such proposal. If only a minimum quorum of shares of 10X II ordinary shares, constituted by the holders of one-third of outstanding shares, is present at the extraordinary general meeting, 10X II would not need any of the public shares to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Merger is conditioned upon, among other things, approval of the Condition Precedent Proposals). See “Business Combination Proposal — Related Agreements — Acquiror Support Agreement” in the accompanying proxy statement/prospectus for more information related to the Acquiror Support Agreement.

The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

The approval of the Domestication Proposal and Charter Amendment Proposal each requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Additionally, solely in connection with the Domestication Proposal, each holder of Class B ordinary shares will have ten votes per share while each holder of Class A ordinary shares will have one vote per share. The approval of each of the Business Combination Proposal, the Advisory Charter Proposals, the Equity Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Charter Proposals are conditioned upon the approval of the Charter Amendment Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing VCXA.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of 10X Capital Venture Acquisition Corp. II,

Hans Thomas
Chief Executive Officer and Chairman of the Board of Directors

ALL HOLDERS OF PUBLIC SHARES HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS, (2) DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT, AND (3) TENDER YOUR SHARES TO 10X II’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

TABLE OF CONTENTS

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning 10X II, without charge, by written request to 10X Capital Venture Acquisition Corp. II, 1 World Trade Center, 85th Floor, New York, New York 10007, or by telephone request at (212) 257-0069; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing VCXA.info@investor.morrowsodali.com or from the SEC through the SEC website at http://www.sec.gov.

In order for 10X II’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of 10X II to be held on            , 2023, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by            , 2023.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, the following terms shall have the following meanings:

•        “10X II,” “we,” “us” or “our” means 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company, prior to the consummation of the Business Combination;

•        “10X II Board” means 10X II’s board of directors;

•        “10X II warrant agreement” means the warrant agreement, dated August 10, 2021, between 10X II and Continental Stock Transfer & Trust Company, as warrant agent, which sets forth the expiration and exercise price of and procedure for exercising the warrants;

•        “2023 Plan” means the African Agriculture Holdings Inc. 2023 Incentive Plan, to be considered for adoption and approval by the shareholders pursuant to the Equity Incentive Plan Proposal;

•        “AFRAG” means African Agriculture, Inc., a Delaware corporation;

•        “AFRAG Common Stock” means the common stock, par value $0.0001 per share, of AFRAG;

•        “AFRAG Holders” mean the holders of AFRAG Common Stock immediately prior to the Closing;

•        “AFRAG PubCo” means 10X II upon and after the Domestication;

•        “AFRAG PubCo Board” means the board of directors of AFRAG PubCo;

•        “AFRAG PubCo Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of AFRAG PubCo upon Domestication, which will convert into shares of AFRAG PubCo Common Stock, on a one-for-one basis, in connection with the Merger;

•        “AFRAG PubCo Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of AFRAG PubCo upon Domestication, which will convert into shares of AFRAG PubCo Common Stock, on a one-for-one basis, in connection with the Merger;

•        “AFRAG PubCo Common Stock” means the common stock, par value $0.0001 per share, of AFRAG PubCo upon consummation of the Merger;

•        “AFRAG PubCo warrants” means, prior to the Closing, warrants to purchase shares of AFRAG PubCo Class A Common Stock and, after the Closing, warrants to purchase shares of AFRAG PubCo Common Stock.

•        “AFRAG Sponsor Promissory Note” means that certain promissory note, dated January 3, 2023, as amended May 3, 2023, issued by AFRAG to the Sponsor in the principal amount of $750,000.

•        “Anchor Investors” means certain qualified institutional buyers who purchased 10X II units in connection with 10X II’s initial public offering.

•        “Business Combination” means the Domestication, the Merger and the other transactions contemplated by the Merger Agreement, collectively;

•        “Cayman Islands Companies Law” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

•        “Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of 10X II, which will convert by operation of law into shares of AFRAG PubCo Class A Common Stock, on a one-for-one basis, in connection with the Domestication;

•        “Class B ordinary shares” or “founder shares” means the Class B ordinary shares, par value $0.0001 per share, of 10X II that were initially issued to our Sponsor in a private placement prior to our initial public offering and remain outstanding, and, in connection with the Domestication, will convert, on a one-for-one basis, into shares of AFRAG PubCo Class B Common Stock, subject to certain adjustments;

•        “Closing” means the closing of the Business Combination;

•        “Closing Date” means that date that is in no event later than the second (2nd) business day, following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Closing set forth in the Merger Agreement, which are described under the section entitled “Business Combination Proposal — Conditions to Closing of the Business Combination,” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other date as 10X II and AFRAG may agree in writing;

•        “Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the Nasdaq Proposal and the Equity Incentive Plan Proposal, collectively;

•        “Continental” means Continental Stock Transfer & Trust Company;

•        “DGCL” means the General Corporation Law of the State of Delaware;

•        “Domestication” means the transfer by way of continuation and deregistration of 10X II from the Cayman Islands and the continuation and domestication of 10X II as a corporation incorporated in the State of Delaware at least one day prior to the Merger;

•        “Effective Time” means the time at which the Merger becomes effective;

•        “Extension Meetings” means the Initial Extension Meeting and the Second Extension Meeting;

•        “Extension Redemptions” means the Initial Extension Redemption and the Second Extension Redemption;

•        “extraordinary general meeting” means the extraordinary general meeting of 10X II at            ,            Eastern Time, on            , 2023, at the offices of Latham & Watkins located at 1271 6th Avenue, New York, New York 10020, and via a virtual meeting, unless the extraordinary general meeting is adjourned, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

•        “Existing Governing Documents” means the Second Amended and Restated Memorandum and Articles of Association, as amended;

•        “GAAP” means the United States generally accepted accounting principles, consistently applied;

•        “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•        “Initial Extension Meeting” means the 10X II extraordinary general meeting of shareholders held on November 9, 2022, at which shareholders voted upon, among other items, a proposal to amend 10X II’s amended and restated memorandum and articles of association to extend the date by which 10X II must consummate an initial business combination;

•        “Initial Extension Redemption” means the redemption of 15,357,970 Class A ordinary shares in connection with the Initial Extension Meeting;

•        “initial public offering” means 10X II’s initial public offering that was consummated on August 13, 2021;

•        “Initial Shareholders” means the holders of the founder shares (other than the Anchor Investors);

•        “Merger” means, pursuant to the Merger Agreement, the merger of Merger Sub into AFRAG, with AFRAG surviving the Merger as a wholly owned subsidiary of AFRAG PubCo;

•        “Merger Agreement” means that certain Merger Agreement, dated as of November 2, 2022 (as may be amended, supplemented or otherwise modified from time to time), by and among 10X II, Merger Sub, and AFRAG;

•        “Nasdaq” means the Nasdaq Stock Market LLC;

•        “ordinary shares” means 10X II’s Class A ordinary shares and Class B ordinary shares;

•        “private placement shares” means the Class A ordinary shares sold as part of the private placement units;

•        “private placement units” means the 655,000 private placement units outstanding as of the date of this proxy statement/prospectus that were issued to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) simultaneously with the consummation of 10X II’s initial public offering, which private placement units are identical to the units sold in 10X II’s initial public offering, subject to certain limited exceptions. Each private placement unit consists of one Class A ordinary share (the private placement shares) and one-third of one redeemable warrants (the private placement warrants).

•        “private placement warrants” means the warrants sold as part of the private placement units, each such whole warrant representing the right to purchase Class A ordinary share;

•        “pro forma” means giving pro forma effect to the Business Combination, including the Merger, Domestication, and any other equity financing transactions which may be entered into prior to Closing;

•        “Proposed Bylaws” means the proposed bylaws of AFRAG PubCo to be effective upon the Domestication attached to this proxy statement/prospectus as Annex D;

•        “Proposed Charter” means the proposed certificate of incorporation of AFRAG PubCo to be effective upon the Domestication attached to this proxy statement/prospectus as Annex C;

•        “Proposed Governing Documents” means the Proposed Charter and the Proposed Bylaws;

•        “public shareholders” means holders of public shares, whether acquired in 10X II’s initial public offering or acquired in the secondary market;

•        “public shares” means the currently outstanding Class A ordinary shares of 10X II sold as part of the 10X II units in its initial public offering, whether acquired in 10X II’s initial public offering or acquired in the secondary market;

•        “public warrants” means the redeemable warrants to purchase Class A ordinary shares of 10X II sold as part of the units in its initial public offering or acquired in the secondary market;

•        “record date” means            , 2023.

•        “redemption” means each redemption of public shares for cash pursuant to the Existing Governing Documents;

•        “SEC” means the Securities and Exchange Commission;

•        “Securities Act” means the Securities Act of 1933, as amended;

•        “Second Amended and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of 10X II, as amended;

•        “Second Extension Meeting” means the 10X II extraordinary general meeting of shareholders held on May 10, 2023, at which shareholders voted upon, among other items, proposals to amend 10X II’s Second Amended and Restated Memorandum and Articles of Association to (1) extend the date by which 10X II must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (iii) redeem all of the Class A ordinary shares included as part of the units sold in 10X II’s initial public offering, from May 13, 2023 to February 13, 2024, (2) eliminate the limitation that 10X II shall not redeem public shares to the extent that such redemption would cause 10X II’s net tangible assets to be less than $5,000,001 following such redemptions and (3) to provide for the right of a holder of Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder;

•        “Second Extension Redemption” means the redemption of 2,522,477 Class A ordinary shares in connection with the Second Extension Meeting;

•        “Sponsor” means 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company;

•        “transfer agent” means Continental, 10X II’s transfer agent;

•        “Trust Account” means the trust account established at the consummation of 10X II’s initial public offering that holds the proceeds of the initial public offering and from the sale of private placement units and is maintained by Continental, acting as trustee;

•        “units” or “10X II units” means the units of 10X II, each unit representing one Class A ordinary share and one-third of one warrant, with such whole warrant representing the right to acquire one Class A ordinary share, that were offered and sold by 10X II in its initial public offering and in its concurrent private placement; and

•        “warrants” means the public warrants and the private placement warrants.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to AFRAG has been provided by AFRAG and its respective management, and forward-looking statements include statements relating to our and its respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        our ability to complete the Business Combination with AFRAG or, if we do not consummate such Business Combination, any other initial business combination;

•        satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) approval of certain other agreements and transactions related to the Business Combination by the respective shareholders of 10X II and AFRAG; (iii) the approval by Nasdaq of our initial listing application in connection with the Business Combination; and (iv) 10X II having aggregate cash and cash commitments (including commitments under the Standby Equity Purchase Agreement (as defined herein)) of at least $10.0 million;

•        the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against 10X II and AFRAG following the announcement of the Merger Agreement and the transactions contemplated therein, that could give rise to the termination of the Merger Agreement;

•        AFRAG PubCo’s financial and business performance following the Business Combination, including financial projections and business metrics;

•        the ability to obtain and/or maintain the listing of the AFRAG PubCo’s Common Stock and the warrants on Nasdaq, and the potential liquidity and trading of such securities;

•        our public securities’ potential liquidity and trading;

•        the amount of redemptions made by public shareholders;

•        the risk that the proposed Business Combination disrupts current plans and operations of AFRAG as a result of the announcement and consummation of the proposed Business Combination;

•        the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;

•        costs related to the proposed Business Combination;

•        changes in applicable laws or regulations;

•        our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination, and AFRAG PubCo’s ability to attract and retain key personnel;

•        10X II officers and directors allocating their time to other businesses and potentially having conflicts of interest with 10X II’s business or in approving the Business Combination;

•        macroeconomic conditions resulting from the global COVID-19 pandemic;

•        substantial regulations, which are evolving, and unfavorable changes or failure by AFRAG PubCo to comply with these regulations;

•        failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

•        cyber-attacks and security vulnerabilities;

•        the effect of the novel coronavirus (“COVID-19”) pandemic on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the COVID-19 pandemic;

•        factors relating to the business, operations and financial performance of AFRAG, including:

•        AFRAG’s strategy, outlook and growth prospects;

•        AFRAG’s operational and financial targets and dividend policy;

•        general economic trends and trends in the agriculture industry and markets; and

•        the business’s financial performance following the Business Combination;

•        other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or AFRAG. There can be no assurance that future developments affecting us and/or AFRAG will be those that we and/or AFRAG have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of AFRAG) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor AFRAG undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, or makes a decision with respect to redemption of its public shares, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF 10X II

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to 10X II’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at            , on            , 2023, at the offices of Latham & Watkins LLP located at 1271 6th Avenue, New York, New York 10020 and via a virtual meeting, unless the extraordinary general meeting is adjourned.

Q:     Why am I receiving this proxy statement/prospectus?

A:     10X II shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Merger Agreement, among other things, 10X II will complete the Domestication and, at least one day after the Domestication, on the Closing Date, the parties will complete the Merger, pursuant to which each share of AFRAG Common Stock issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable shares of AFRAG PubCo Common Stock equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the Merger Agreement) by (ii) ten dollars ($10.00) by (y) the sum, without duplication, of the aggregate number of shares of AFRAG common stock that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon the exercise or settlement of options or restricted stock units of AFRAG (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any AFRAG convertible note issued prior to the date of the Merger Agreement and outstanding at the Effective Time. For further details, see “Business Combination Proposal — Consideration to AFRAG Holders in the Business Combination.”

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Merger Agreement in its entirety.

The approval of each of the Business Combination Proposal, the Advisory Charter Proposals, the Equity Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and each of the Domestication Proposal and Charter Amendment Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Additionally, solely in connection with the Domestication Proposal, each holder of Class B ordinary shares will have ten votes per share while each holder of Class A ordinary shares will have one vote per share.

In connection with the Domestication, at least one day prior to the Closing Date, (i) each issued and outstanding Class A ordinary share of 10X II will convert by operation of law, on a one-for-one basis, into shares of AFRAG PubCo Class A Common Stock; (ii) each issued and outstanding Class B ordinary share of 10X II will convert by operation of law, on a one-for-one basis, into shares of AFRAG PubCo Class B Common Stock, subject to certain adjustments; (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of 10X II will become exercisable for AFRAG PubCo Common Stock beginning 30 days after the Closing at an exercise price of $11.50 per share on the terms and conditions set forth in the 10X II warrant agreement; (iv) the governing documents of 10X II will be amended and restated and become the certificate of incorporation and the bylaws of AFRAG PubCo as described in this proxy statement/prospectus; and (v) the form of the certificate of incorporation and the bylaws will be appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the

bylaws that are not adopted and approved by the 10X II shareholders, other than the amendments to the 10X II governing documents that are contemplated by the Charter Amendment Proposal, which is a condition to the Closing of the Business Combination. In connection with clauses (i), (ii) and (iii), each issued and outstanding 10X II unit that has not been previously separated into the underlying Class A ordinary share and the underlying one-third of one 10X II warrant prior to the Domestication will be cancelled and will entitle the holder thereof to one share of AFRAG PubCo Common Stock and one-third of one AFRAG PubCo warrant, with such whole warrant representing the right to purchase one share of AFRAG PubCo Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the 10X II warrant agreement. In connection with the consummation of the Merger, each share of AFRAG PubCo Class A Common Stock and AFRAG PubCo Class B Common Stock will each convert into one share of AFRAG PubCo Common Stock. No fractional warrants will be issued upon the separation of units and only whole warrants will trade. Accordingly, unless you hold at least three units of 10X II, you will not be able to receive or trade a warrant when the units are separated. See “Domestication Proposal.”

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the Existing Governing Documents of 10X II?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:     What proposals are shareholders of 10X II being asked to vote upon?

A:     At the extraordinary general meeting, 10X II is asking holders of its ordinary shares to consider and vote upon fourteen (14) separate proposals:

•        a proposal to approve by ordinary resolution and adopt the Merger Agreement, including the Merger, and the transactions contemplated thereby;

•        a proposal to approve by special resolution the Domestication, and in connection therewith, each holder of Class B ordinary shares will have ten votes per share while each holder of Class A ordinary shares will have one vote per share;

•        a proposal to approve by special resolution the Charter Amendment Proposal;

•        seven (7) separate proposals to approve by ordinary resolution certain material differences between the Existing Governing Documents and the Proposed Governing Documents:

•        to authorize the change in the authorized share capital of 10X II from $55,100 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii)            shares of AFRAG PubCo Common Stock and            shares of AFRAG PubCo Preferred Stock;

•        to authorize the AFRAG PubCo Board to issue any or all shares of AFRAG PubCo preferred stock in one or more series, with such terms and conditions as may be expressly determined by the AFRAG PubCo Board and as may be permitted by the DGCL;

•        to permit removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the outstanding shares of voting stock of AFRAG PubCo entitled to vote at an election of directors, voting together as a single class;

•        to provide that, subject to the rights of holders of any series of preferred stock, the number of directors will be fixed from time to time by a majority of the AFRAG PubCo Board;

•        to eliminate the ability of AFRAG PubCo stockholders to take action by written consent in lieu of a meeting;

•        to provide that the Proposed Bylaws may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the AFRAG PubCo Board present at any regular or special meeting of the AFRAG PubCo Board at which a quorum is present or (y) by the approval of at least two-thirds of the voting power of all of the then-outstanding shares of voting stock of AFRAG PubCo;

•        to provide that the Proposed Charter may be amended, altered, repealed or adopted by the approval of at least two-thirds of the voting power of all of the then-outstanding shares of voting stock of AFRAG PubCo for amendments for certain provisions of the Proposed Charter relating to: (i) actions taken by the stockholders of AFRAG PubCo, (ii) exculpation of personal liability of a director of AFRAG PubCo and indemnification of persons serving as directors or officers of AFRAG PubCo, (iii) forum for certain legal actions, (iv) renunciation of certain corporate opportunities, and (v) amendments to the Proposed Charter and AFRAG PubCo Bylaws; and

•        to provide that the Court of Chancery for the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for certain stockholder actions, provided that that the exclusive forum provision in the Proposed Charter does not apply to claims arising out of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, for which the federal district courts of the United States are the exclusive forum.

•        a proposal to approve by ordinary resolution the issuance of shares of AFRAG PubCo Common Stock in connection with the Business Combination and the SEPA, plus any additional shares pursuant to subscription agreements we or AFRAG may enter into prior to Closing, in compliance with the Nasdaq Listing Rules;

•        a proposal to approve and adopt by ordinary resolution the African Agriculture Holdings Inc. 2023 Incentive Plan; and

•        a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If 10X II’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated.

For more information, please see “Business Combination Proposal,” “Domestication Proposal,”, “Charter Amendment Proposal”, “The Advisory Charter Proposals,” “Nasdaq Proposal,” “Equity Incentive Plan Proposal” and “Adjournment Proposal.”

10X II will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of 10X II should read this proxy statement/prospectus carefully.

After careful consideration, the 10X II Board has determined that the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, each of the Advisory Charter Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal are in the best interests of 10X II and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of 10X II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of 10X II and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, 10X II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of 10X II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     Are the proposals conditioned on one another?

A:     Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned upon the approval of each other. The Advisory Charter Proposals are conditioned upon the approval of the Charter Amendment Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Q:     Why is 10X II proposing the Business Combination?

A:     10X II is a blank check company incorporated on February 10, 2021 as a Cayman Islands exempted company and formed for the purpose of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which is referred to throughout this proxy statement/prospectus as the initial business combination. Based on 10X II’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

AFRAG is a holding company that operates principally through its wholly owned subsidiary, Les Fermes de la Teranga SA (“ LFT”). LFT is developing our initial commercial farming business based in northern Senegal focusing on the production and sale of alfalfa for cattle feed and nutrition purposes. AFRAG will sell alfalfa to owners and suppliers of cattle for feed and nutritional purposes, primarily in Senegal and the surrounding regions in Africa, the Economic Community of West African States (ECOWAS) region and the Middle East. AFRAG also initiated commercial farming business operations in Niger, with a local office establishment, business incorporation and performing initial survey work regarding land and soil fertility.

Based on its due diligence investigations of AFRAG and the industry in which it operates, including the financial and other information provided by AFRAG in the course of 10X II’s due diligence investigations, the 10X II Board believes that the Business Combination with AFRAG is in the best interests of 10X II and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “Business Combination Proposal — The 10X II Board’s Reasons for the Business Combination.”

Although the 10X II Board believes that the Business Combination with AFRAG presents a unique business combination opportunity and is in the best interests of 10X II and its shareholders, the 10X II Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Business Combination Proposal — The 10X II Board’s Reasons for the Business Combination” and “Risk Factors — Risks Related to the Business Combination and 10X II.”

Q:     Did the 10X II Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. Although 10X II is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the transaction being contemplated is fair to 10X II from a financial point of view unless 10X II completes a business combination with an affiliated entity, the 10X II Board received an opinion, dated October 31, 2022, from Canaccord Genuity LLC (“Canaccord Genuity”), to the effect that, as of that date and based upon and subject to certain assumptions, factors and qualifications set forth in such opinion, the Consideration (as defined in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to 10X II. Canaccord Genuity’s opinion was solely directed to and for the information of the 10X II Board (in its capacity as such) in connection with its evaluation of the Merger. Canaccord Genuity did not express any opinion as to the fairness of the transaction to the holders of any class of securities, creditors or other constituencies of 10X II, AFRAG PubCo or AFRAG. This opinion is discussed in greater detail in the section entitled “Business Combination Proposal — Opinion of the Financial Advisor to 10X II” and a copy of the fairness opinion is attached to this proxy statement/prospectus as Annex K.

The fairness opinion was partially based on financial projections prepared by AFRAG and provided to Canaccord Genuity in October 2022 to be used, at the direction of the 10X II Board, in connection with delivery of their fairness opinion. The actual results for 2022 were materially different than projected in such financial projections. Moreover, AFRAG currently expects its 2023 actual results to differ materially from the 2023 forecasts provided herein and AFRAG’s actual results for 2024 through 2027 may also differ materially from the 2024 through 2027 forecasts provided herein. See the section entitled “Business Combination Proposal — Certain AFRAG Projected Financial Information” for further information. Canaccord Genuity has not undertaken to reaffirm or revise its opinion or otherwise comment upon any events occurring after October 31, 2022, the date of its opinion, and has no obligation to update, revise or reaffirm its opinion.

Q:     What will AFRAG’s stockholders receive in return for the Business Combination with 10X II?

A:     Following the consummation of the Domestication, and after giving effect to the Merger, AFRAG will be a wholly owned subsidiary of AFRAG PubCo. In accordance with the terms and subject to the conditions of the Merger Agreement, at Closing, each share of common stock of AFRAG issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable shares of common stock of AFRAG PubCo (“AFRAG PubCo Common Stock”) equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the Merger Agreement) by (ii) ten dollars ($10.00) by (y) the sum, without duplication, of the aggregate number of shares of AFRAG common stock that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon the exercise or settlement of options or restricted stock units of AFRAG (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any AFRAG convertible note issued prior to the date of the Merger Agreement and outstanding at the Effective Time.

Q:     How will the combined company be managed following the business combination?

A:      Following the Closing, it is expected that the current management of AFRAG will become the management of AFRAG PubCo, and the AFRAG PubCo Board will consist of up to seven (7) directors, which will be divided into three classes (Class I, II and III) with each consisting of, as nearly as possible, one third of the total number of directors constituting the whole AFRAG PubCo Board. Pursuant to the Merger Agreement, the AFRAG PubCo Board will consist of all of the current directors of AFRAG plus one director to be selected by 10X II. Please see the section entitled “Management of AFRAG PubCo Following the Business Combination” for further information.

Q:     What equity stake will current 10X II shareholders and current equity holders of AFRAG hold in AFRAG PubCo immediately after the consummation of the Business Combination?

A:     As of the date of this proxy statement/prospectus, there are 9,441,220 ordinary shares issued and outstanding, which includes an aggregate of 655,000 Class A ordinary shares held by the Sponsor and Cantor through the private placement units purchased simultaneously with the consummation of the initial public offering, 4,332,328 Class B ordinary shares held by the Initial Shareholders, including the Sponsor, and 1,334,339 Class B ordinary shares held by the Anchor Investors. Prior to the consummation of the Business Combination, pursuant to the certain non-redemption agreements entered into by and among 10X II, the Sponsor, the Anchor Investors and certain other shareholders of 10X II, following approval of the Business Combination at the extraordinary general meeting, the Sponsor has agreed to transfer an aggregate of 1,358,618 Class B ordinary shares to the Anchor Investors and those certain shareholders. In addition, as of the date of this proxy statement/prospectus, there is outstanding an aggregate of 6,884,908 warrants to acquire ordinary shares, comprised of 218,333 private placement warrants held by the Sponsor and Cantor through the private placement units purchased simultaneously with the consummation of the initial public offering and 6,666,575 public warrants. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of AFRAG PubCo Common Stock. Therefore, as of immediately prior to the extraordinary general meeting (without giving effect to the Business Combination and assuming that none of 10X II’s outstanding public shares are redeemed in connection with the Business Combination), 10X II’s fully diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 16,326,128 ordinary shares.

The following table illustrates varying ownership levels in AFRAG PubCo Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, assuming all public warrants and private warrants are exercised for shares of AFRAG PubCo Common Stock and the following additional assumptions:

•        Assuming No Additional Redemptions (Scenario 1):    This presentation assumes that no public shareholders exercise redemption rights with respect to their public shares, after giving effect to the redemption of 17,880,447 Class A ordinary shares pursuant to the Extension Redemptions.

•        Assuming 50% Redemptions and no shares are purchased under the Forward Purchase Agreement (Scenario 2):    This presentation assumes that 1,059,777 public shares are redeemed for aggregate redemption payments of $10.9 million assuming a $10.27 per share redemption price and based on funds in the Trust Account as of March 31, 2023 and there are no shares purchased under the Forward Purchase Agreement, after giving effect to the share redemptions in connection with the Second Extension Meeting.

•        Assuming 50% Redemptions and all redemption shares are purchased under the Forward Purchase Agreement (Scenario 2a):    This presentation assumes that 1,059,777 public shares are presented for redemption and then purchased by Vellar under the Forward Purchase Agreement prior to being redeemed for aggregate payments of $10.9 million assuming a $10.27 per share redemption price and based on funds in the Trust Account as of March 31, 2023, after giving effect to the share redemptions in connection with the Second Extension Meeting.

•        Assuming Maximum Redemptions and no shares are purchased under the Forward Purchase Agreement (Scenario 3):    This presentation assumes that all 2,119,553 public shares are redeemed for aggregate redemption payments of $21.8 million assuming a $10.27 per share redemption price and based on funds in the Trust Account as of March 31, 2023 and there are no shares purchased under the Forward Purchase Agreement, after giving effect to the share redemptions in connection with the Second Extension Meeting.

•        Assuming Maximum Redemptions and all redemption shares are purchased under the Forward Purchase Agreement (Scenario 3a):    This presentation assumes that 2,119,553 public shares are presented for redemption and then purchased by Vellar under the Forward Purchase Agreement prior to being redeemed for aggregate payments of $21.8 million assuming a $10.27 per share redemption price and based on funds in the Trust Account as of March 31, 2023, after giving effect to the share redemptions in connection with the Second Extension Meeting.

See “Unaudited Pro Forma Condensed Combined Financial Information” for more details. If the actual facts differ from these assumptions, the ownership percentages in AFRAG PubCo will be different and totals may not add up to 100% due to rounding.

____________

(a)      The Sponsor owns 455,000 private placement units. Each private placement unit consists of one private placement share and one-third of one private placement warrant. The Sponsor owns 4,332,328 Class B ordinary shares. Pursuant to the certain non-redemption agreements entered into by and among 10X II, the Sponsor, the Anchor Investors and certain other shareholders of 10X II, the Sponsor agreed to transfer an aggregate of 794,088 of its Class B ordinary shares in connection with the First Extension Meeting and up to 564,530 of its Class B ordinary shares in connection with the Second Extension Meeting, in each case, to the Anchor Investors and those certain shareholders of 10X II following the approval of the Business Combination at the extraordinary general meeting of shareholders.

(b)      The Anchor Investors, in the aggregate, own 1,334,339 Class B ordinary shares as of the date of this proxy statement/prospectus. Pursuant to the several Non-Redemption Agreements entered into by and among 10X II, the Sponsor, the Anchor Investors and certain other shareholders of 10X II, the Sponsor has agreed to transfer an aggregate of 794,088 Class B ordinary shares in connection with the First Extension Meeting and up to 564,530 of its Class B ordinary shares in connection with the Second Extension Meeting, in each case, to the Anchor Investors and those certain shareholders following the approval of the Business Combination at the extraordinary general meeting of shareholders. As of the date hereof, 250,902 Class B ordinary shares are due to be transferred from Sponsor to the Anchor Investors and those certain shareholders in connection with the Second Extension Meeting.

(c)      Cantor Fitzgerald & Co. owns 200,000 private placement units. Each private placement unit consists of one private placement share and one-third of one private placement warrant.

(d)      Pursuant to the SEPA, AFRAG PubCo will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date. AFRAG PubCo can elect to pay the commitment fee by issuing AFRAG PubCo Common Stock in an amount equal to the commitment fee divided by the average daily VWAP for the five consecutive trading days prior to the SEPA Effective Date.

(e)      Includes Class A ordinary shares owned by the Anchor Investors.

(f)      Includes shares issued to existing holders of RSUs.

(g)      Pursuant to a promissory note entered into by and between AFRAG and Sponsor, AFRAG agreed, among other things, to reimburse Sponsor on a one for one basis for the Class B ordinary shares to be transferred by Sponsor in connection with the First Extension Meeting and Second Extension Meeting in the form of newly-issued shares of AFRAG PubCo Common Stock in connection with the Closing. Up to 1,358,618 shares of AFRAG PubCo Common Stock may be issued by AFRAG PubCo to Sponsor pursuant to the promissory note, of which 1,044,990 shares have accrued as of the date hereof.

The Merger Agreement includes one condition to the Closing that is directly impacted by the redemption scenarios set forth above: 10X II must have cash and cash commitments, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions) of $10,000,000 at the Closing. The table below includes the computations:

For further details, see “Business Combination Proposal — Consideration to AFRAG Holders in the Business Combination.”

Q:     How has the announcement of the Business Combination affected the trading price of the 10X II securities?

A:     On November 1, 2022, the trading date preceding the announcement of the Business Combination, the closing prices per unit, public share, and public warrant as reported by Nasdaq were $10.04, $10.04, and $0.03, respectively. As of            , 2023, the record date for the extraordinary general meeting, the closing price for each unit, ordinary share and public warrant was $            , $            and $            , respectively. Holders of 10X II’s securities should obtain current market quotations for the securities. The market price of 10X II’s securities could vary at any time prior to Closing.

Q:     Why is 10X II proposing the Domestication?

A:     The 10X II Board believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, the 10X II Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The 10X II Board believes that there are several reasons why a transfer by way of continuation to Delaware is in the best interests of 10X II and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, 10X II will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which 10X II will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Additionally, solely in connection with the Domestication Proposal, each holder of Class B ordinary shares will have ten votes per share while each holder of Class A ordinary shares will have one vote per share. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q:     What amendments will be made to the Existing Governing Documents of 10X II?

A:     The consummation of the Business Combination is conditioned upon, among other things, the Domestication. Accordingly, in addition to voting on the Business Combination, 10X II’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace 10X II’s Existing Governing Documents, in each case, under Cayman Islands Companies Law with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:

Q:     How will the Domestication affect my ordinary shares, warrants and units?

A:     In connection with the Domestication, at least one day prior to the Closing Date, (i) each issued and outstanding Class A ordinary share of 10X II will convert by operation of law, on a one-for-one basis, into shares of AFRAG PubCo Class A Common Stock; (ii) each issued and outstanding Class B ordinary share of 10X II will convert by operation of law, on a one-for-one basis, into shares of AFRAG PubCo Class B Common Stock; (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of 10X II will become exercisable for AFRAG PubCo Common Stock beginning 30 days after the Closing at an exercise price of $11.50 per share on the terms and conditions set forth in the 10X II warrant agreement; and (iv) each issued and outstanding 10X II unit that has not been previously separated into the underlying Class A ordinary share and the underlying one-third of one 10X II warrant prior to the Domestication will be cancelled and will entitle the holder thereof to one share of AFRAG PubCo Common Stock and one-third of one AFRAG PubCo warrant, with such whole warrant representing the right to acquire one share of AFRAG PubCo Common Stock. In connection with the consummation of the Merger, each share of AFRAG PubCo Class A Common Stock and AFRAG PubCo Class B Common Stock will each convert into one share of AFRAG PubCo Common Stock. No fractional warrants will be issued upon the separation of units and only whole warrants will trade. Accordingly, unless you hold at least three units of 10X II, you will not be able to receive or trade a warrant when the units are separated. See “Domestication Proposal.”

In accordance with the terms and subject to the conditions of the Merger Agreement, at Closing, each share of common stock of AFRAG issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable shares of AFRAG PubCo Common Stock equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the Merger Agreement) by (ii) ten dollars ($10.00) by (y) the sum, without duplication, of the aggregate number of shares of AFRAG common stock that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon the exercise or settlement of options or restricted stock units of AFRAG (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any AFRAG convertible note issued prior to the date of the Merger Agreement and outstanding at the Effective Time. For further details, see “Business Combination Proposal — Consideration to AFRAG Holders in the Business Combination.”

Q:     What are the U.S. federal income tax consequences of the Domestication?

A:     As discussed more fully under “U.S. Federal Income Tax Considerations” and subject to the qualifications, assumptions and limitations described therein, the Domestication will qualify as a reorganization (an “F Reorganization”) within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Neither 10X II nor AFRAG has sought, nor do they intend to seek, any ruling from the Internal Revenue Service (“IRS”) with respect to the qualification of the Domestication as an F Reorganization, and the closing of the Domestication or the Merger is not conditioned on the receipt of any ruling from the IRS or any opinion of counsel with respect to the qualification of the Domestication as an F Reorganization. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations,” U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) will be subject to Section 367(b) of the Code and, as a result:

•        A U.S. Holder whose public shares, on the date of the Domestication, have a fair market value of less than $50,000 and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of 10X II stock entitled to vote and less than 10% of the total value of all classes of 10X II stock generally will not recognize any gain or loss and will not be required to include any part of 10X II’s earnings and profits in income in connection with the Domestication;

•        A U.S. Holder whose public shares, on the date of the Domestication, have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of 10X II stock entitled to vote and less than 10% of the total value of all classes of 10X II stock generally will recognize gain (but not loss) on the exchange of public shares for AFRAG PubCo Class A Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend deemed paid by 10X II the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its public shares provided certain other requirements are satisfied; and

•        A U.S. Holder who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of 10X II stock entitled to vote or 10% or more of the total value of all classes of 10X II stock generally will be required to include in income as a dividend deemed paid by 10X II the “all earnings and profits amount” attributable to its public shares as a result of the Domestication.

10X II expects to have a deficit in earnings and profits on the date of the Domestication. However, it is possible that, notwithstanding 10X II’s expectations, the amount of 10X II’s cumulative net earnings and profits could be positive through the date of the Domestication. Therefore, there can be no assurance that 10X II will indeed have a deficit in earnings and profits on the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations,” based upon the composition of its income and assets, and upon a review of its financial statements, 10X II believes it likely will not be eligible for the startup

exception (as defined under “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations — Definition of a PFIC”) and therefore likely was a PFIC for its most recent taxable year ended on December 31, 2022 and for the taxable year which ends as a result of the Domestication. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed above, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of public shares or public warrants for AFRAG PubCo Class A Common Stock or AFRAG PubCo warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations — QEF Election and Mark-to-Market Election” with respect to their public shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, none of the elections available for Class A ordinary shares might apply to public warrants, and the application of the PFIC rules to public warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations — U.S. Holders.”

Each U.S. Holder of public shares or public warrants is urged to consult its tax advisor concerning the treatment of the Domestication and the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of public shares and public warrants for AFRAG PubCo Class A Common Stock and AFRAG PubCo warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s AFRAG PubCo Class A Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold public shares on the record date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such shares would be converted into the merger consideration in connection with the Business Combination.

The Sponsor (whose members include certain of 10X II’s directors and officers) has agreed to waive its redemption rights with respect to all of its founder shares and public shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:     How do I exercise my redemption rights?

A:     In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, 10X II’s public shareholders may request that 10X II redeem all or a portion of such public shares for cash if the Business Combination is consummated. If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(i)     (a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental, 10X II’s transfer agent, in which you (i) request that we redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)   deliver your certificates for public shares (if any) along with the redemption forms to Continental, 10X II’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to            ,             Eastern Time, on            , 2023 (two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed.

The address of Continental, 10X II’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, 10X II’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to us (net of taxes payable). For illustrative purposes, based on approximately $21.9 million of funds in the Trust Account and 2,119,553 public shares subject to possible redemption, in each case, as of May 10, 2023, this would have amounted to approximately $10.32 per issued and outstanding public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting, or thereafter with 10X II’s consent until the Closing. If you deliver your shares for redemption to Continental, 10X II’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that 10X II’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, 10X II’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, 10X II’s transfer agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, 10X II’s transfer agent, at least two business days prior to the scheduled vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of AFRAG PubCo Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold. Your public warrants will continue to be outstanding following a redemption of your public shares and will become exercisable in connection with the completion of the Business Combination, or, absent the completion of the Business Combination and the liquidation of the Trust Account, expire in accordance with their terms. The holders of public warrants have no redemption rights with respect to such securities. Based on a closing public warrant price on Nasdaq of $0.064 as of August 10, 2023, the aggregate fair value of public warrants that can be retained by redeeming shareholders is approximately $426,661.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, 10X II’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and delivered to Continental, 10X II’s transfer agent, by            ,            Eastern Time, on            , 2023 (two business days before the scheduled vote at the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:     If I am a holder of warrants, can I exercise redemption rights with respect to my warrants?

A:     No. Holders of public warrants will not have redemption rights with respect to such warrants. Using the closing price of public warrants on Nasdaq of $0.064 as of August 10, 2023, the fair value of the public warrants that can be retained by redeeming shareholders is approximately $0.0658 per public warrant. The actual market price of the public warrants may be higher or lower on the date that public warrant holders seek to sell such public warrants. Additionally, 10X II cannot assure the holders of public warrants that they will be able to sell their public warrants in the open market as there may not be sufficient liquidity in such securities when holders of public warrants wish to sell their public warrants. Further, while the level of redemptions of public shares will not directly change the value of the public warrants because the public warrants will remain outstanding regardless of the level of redemptions. Additionally, as redemptions of public shares increase, the holders of public warrants who exercise such public warrants will ultimately own a greater interest in AFRAG PubCo Common Stock because there would be fewer shares outstanding overall.

Q:     How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post Business Combination?

A:     The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants will not be redeemable by AFRAG PubCo so long as they are held by the Sponsor, Cantor or any of their permitted transferees. If the private placement warrants are held by holders other than the Sponsor, Cantor or any of their permitted transferees, the private placement warrants will be redeemable by AFRAG PubCo and exercisable by the holders of such private placement warrants on the same basis as the public warrants. The Sponsor has agreed not to transfer, assign or sell any of the private placement warrants, including the AFRAG PubCo common stock issuable upon exercise of the private placement warrants (except to certain permitted transferees), until 30 days after the Closing. Further, the private placement warrants are not exercisable more than five years from the effective date of the registration statement for 10X II’s initial public offering in accordance with FINRA Rule 5110(g)(8).

Following the Closing, AFRAG PubCo may redeem your public warrants prior to their exercise at any time, including a time that may be disadvantageous to you thereby making such warrants worthless. AFRAG PubCo will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant, provided that the closing price of AFRAG PubCo Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the warrants become redeemable, AFRAG PubCo may not exercise its redemption right unless there is a current registration statement in effect with respect to the shares of AFRAG PubCo Common Stock underlying such warrants.

10X II is registering the AFRAG PubCo Common Stock issuable upon the exercise of the warrants in the registration statement of which this proxy statement/prospectus forms a part. Pursuant to the 10X II warrant agreement, AFRAG PubCo is required to maintain a current prospectus relating to those shares until the warrants expire or are redeemed. If a registration statement covering the shares issuable upon exercise of the warrants is not effective by the 60th business day after the Closing, holders of warrants may, until such time as there is an effective registration statement and during any period when AFRAG PubCo will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In the event AFRAG PubCo determines to redeem the warrants, holders would be notified of such redemption as described in the 10X II warrant agreement. AFRAG PubCo would be required to fix a date for the redemption and mail a notice of redemption not less than 30 days prior to the redemption date to the registered holders of the warrants at their last addresses as they appear on the registration books. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via AFRAG PubCo posting of the redemption notice to DTC.

Redemption of the outstanding public warrants could force you (i) to exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your public warrants. None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor, Cantor or their permitted transferees.

See “Description of the AFRAG PubCo Securities — Warrants — Public Shareholders’ Warrants” and “Risk Factors — AFRAG PubCo may redeem a warrant holder’s unexpired warrants prior to their exercise at a time that may be disadvantageous to such warrant holder, thereby making its warrants worthless.”

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights with respect to your public shares to receive cash from the Trust Account in exchange for AFRAG PubCo Common Stock (received in exchange for such public shares upon the Domestication) depend on your particular facts and circumstances. It is possible that you may be treated as selling such AFRAG PubCo Common Stock and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of AFRAG PubCo Common Stock that you own or are deemed to own before and after the redemption (including through the ownership of AFRAG PubCo warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

Additionally, because the Domestication will occur prior to the redemption of any shareholder, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) exercising redemption rights, although not free from doubt, will likely be deemed to have exchanged their public shares in 10X II for shares of Class A common stock of AFRAG PubCo and therefore be subject to the potential tax consequences of Section 367 of the Code as well as the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations — U.S. Holders.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:     How are the funds in the Trust Account currently being held?

A:     The funds in the Trust Account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less, in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1944, as amended (the “Investment Company Act”) or in an interest-bearing demand deposit account.

On March 30, 2022, the SEC issued proposed rules relating to, among other matters, the extent to which special purpose acquisition companies (“SPACs”), like 10X II, could become subject to regulation under the Investment Company Act. The SEC’s proposed rules would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a company’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require 10X II to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than eighteen (18) months after the effective date of 10X II’s registration statement for its initial public offering. 10X II would then be required to complete its initial business combination no later than twenty-four (24) months after the effective date of its registration statement for its initial public offering. The SEC has indicated that it believes that there are serious questions concerning the applicability of the Investment Company Act to SPACs, including a company like 10X II, that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As a result, it is possible that a claim could be made that 10X II has been operating as an unregistered investment company. It is also possible that the investment of funds from the IPO during 10X II’s life as a blank check company, and the earning and use of interest from such investment, both of which will likely continue until 10X II consummates an initial business combination, could increase the likelihood of 10X II being found to have been operating as an unregistered investment company more than if 10X II sought to potentially mitigate this risk by holding such funds as cash.

In order to mitigate the potential risks of 10X II being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), 10X II has determined to instruct Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account on August 8, 2023 and to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of consummation of 10X II’s initial business combination or liquidation. Interest on such demand deposit accounts is variable, and 10X II cannot assure you that such rate of interest will not decrease or increase significantly. As a result, following such liquidation, 10X II may receive less interest on the funds held in the Trust Account, which would reduce the dollar amount public shareholders would receive upon any redemption or liquidation of 10X II.

In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, 10X II may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that 10X II may be considered an unregistered investment company, in which case it may be required to liquidate. For more information, see the section entitled “Risk Factors — If 10X II is deemed to be an investment company for purposes of the Investment Company Act, it may be forced to abandon its efforts to consummate an initial business combination and instead be required to liquidate 10X II. To avoid that result, 10X II has determined to instruct Continental to liquidate the securities held in the Trust Account on August 8, 2023 and instead hold all funds in the Trust Account in an interest-bearing demand deposit account. Interest on such demand deposit accounts is variable, and 10X II cannot assure you that such rate will not decrease or increase significantly. As a result, following the liquidation, 10X II may receive less interest on the funds held in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of 10X II.”

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     Following the closing of 10X II’s initial public offering, an amount equal to $200 million ($10.00 per unit) of the net proceeds from 10X II’s initial public offering and the sale of the private placement units was placed in the Trust Account. On November 9, 2022, 10X II held an extraordinary general meeting of shareholders, at which shareholders voted upon, among other items, a proposal to amend 10X II’s Existing Governing Documents to extend the date by which 10X II must consummate an initial business combination. In connection with the Initial Extension Meeting and subsequent redemption, a total of 212 10X II shareholders elected to redeem an aggregate of 15,357,970 public shares. In connection with the Second Extension Meeting and subsequent redemption, a total of 96 10X II shareholders elected to redeem an aggregate of 2,522,477 public shares. Following the Extension Redemptions, 10X II had approximately $21.9 million left in its Trust Account, all of which is held in U.S. treasury securities. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete the Business Combination or any other initial business combination by February 13, 2024 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

Any Trust Account proceeds remaining following redemptions of public shares and the payment of transaction expenses and the payment of principal or interest due on indebtedness incurred in completing the Business Combination, if any, will be released to us to fund the operations of the combined company following the Closing. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q:     What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     The public shareholders are not required to vote “FOR” the Business Combination or vote at all in order to exercise their redemption rights and public shareholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

On November 9, 2022, 10X II held an extraordinary general meeting of shareholders, at which shareholders voted upon, among other items, a proposal to amend 10X II’s Existing Governing Documents to extend the date by which 10X II must consummate an initial business combination. In connection with the Initial Extension Meeting and subsequent redemption, a total of 212 10X II shareholders elected to redeem an aggregate of 15,357,970 public shares. In connection with the Second Extension Meeting and subsequent redemption, a total of 96 10X II shareholders elected to redeem an aggregate of 2,522,477 public shares. Following the Extension Redemptions, 10X II had approximately $21.9 million left in its Trust Account.

As a result of redemptions, the trading market for the AFRAG PubCo Common Stock may be less liquid than the market for the public shares was prior to the consummation of the Business Combination and AFRAG PubCo may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into AFRAG’s business will be reduced. If the Trust Account proceeds that would be available to AFRAG following the redemption deadline are less than expected, AFRAG PubCo will have less cash available to pursue its anticipated growth strategies and new initiatives. As a result, AFRAG PubCo’s results of operations and financial condition may be worse than projected.

The table below presents the trust value per share to a public shareholder that elects not to redeem across a range of redemptions scenarios as detailed below. For purposes of calculating the redemption scenarios, the trust value date as of May 25, 2023 is used because such date is the date the redemption requests in connection with the Extension Meetings were effectuated.

•        Assuming No Additional Redemptions (Scenario 1):    This presentation assumes that no public shareholders exercise redemption rights with respect to their public shares, after giving effect to the redemption of 17,880,447 Class A ordinary shares pursuant to the Extension Redemptions.

•        Assuming 50% Redemptions and no shares are purchased under the Forward Purchase Agreement (Scenario 2):    This presentation assumes that 1,059,777 public shares are redeemed for aggregate redemption payments of $10.9 million assuming a $10.27 per share redemption price and based on funds in the Trust Account as of March 31, 2023 and there are no shares purchased under the Forward Purchase Agreement, after giving effect to the share redemptions in connection with the Second Extension Meeting.

•        Assuming 50% Redemptions and all redemption shares are purchased under the Forward Purchase Agreement (Scenario 2a):    This presentation assumes that 1,059,777 public shares are presented for redemption and then purchased by Vellar under the Forward Purchase Agreement prior to being redeemed for aggregate payments of $10.9 million assuming a $10.27 per share redemption price and based on funds in the Trust Account as of March 31, 2023, after giving effect to the share redemptions in connection with the Second Extension Meeting.

•        Assuming Maximum Redemptions and no shares are purchased under the Forward Purchase Agreement (Scenario 3):    This presentation assumes that all 2,119,553 public shares are redeemed for aggregate redemption payments of $21.8 million assuming a $10.27 per share redemption price and based on funds in the Trust Account as of March 31, 2023 and there are no shares purchased under the Forward Purchase Agreement, after giving effect to the share redemptions in connection with the Second Extension Meeting.

•        Assuming Maximum Redemptions and all redemption shares are purchased under the Forward Purchase Agreement (Scenario 3a):    This presentation assumes that 2,119,553 public shares are presented for redemption and then purchased by Vellar under the Forward Purchase Agreement prior to being redeemed for aggregate payments of $21.8 million assuming a $10.27 per share redemption price and based on funds in the Trust Account as of March 31, 2023, after giving effect to the share redemptions in connection with the Second Extension Meeting.

____________

(1)      Under scenarios 2a and 3a these amounts represent funds advanced to the FPA counterparty.

(2)      Net of the payment of the deferred underwriters commission, estimated transaction costs and repayment of the short-term notes in aggregate of approximately $9.2 million.

(3)      Calculated as deferred underwriting commission of approximately $7.0 million divided by Cash left in the Trust Account post redemption, gross of the payment of the costs noted in 2 above.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by the 10X II shareholders of the Condition Precedent Proposals being obtained; (ii) the completion of the offer to redeem the Class A ordinary shares of 10X II; (iii) the AFRAG PubCo Common Stock to be issued in connection with the Business Combination having been approved for listing on Nasdaq; and (iv) 10X II having aggregate cash and cash commitments (including commitments under the Standby Equity Purchase Agreement) of at least $10.0 million. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, if these conditions are not satisfied the Merger Agreement could terminate and the Business Combination may not be consummated. It is a condition of the consummation of the Business

Combination that 10X II receive confirmation from Nasdaq that the AFRAG PubCo Common Stock has been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that 10X II will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination is waived by the applicable parties. We cannot assure you that, at the time of the extraordinary general meeting of 10X II, we will have received confirmation that the AFRAG PubCo Common Stock has been approved, or that the parties will obtain prior to the consummation of the Business Combination approval, for listing on Nasdaq, and it is possible that such condition to the consummation of the Business Combination may be waived by the parties. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived by the parties and therefore the shares of AFRAG PubCo Common Stock would not be listed on any nationally recognized securities exchange.

For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q:     What governmental and regulatory approvals are required?

A:     Neither 10X II nor AFRAG is currently aware of any material regulatory approvals or actions that are required for completion of the Business Combination. Under the terms of the Merger Agreement, the Business Combination cannot be completed until the applicable waiting period under the HSR Act has expired or been terminated. However, since the date of the Merger Agreement, the parties to the Merger Agreement have determined, based on currently available information, that one or more exemptions under the HSR Act apply to the Business Combination and, accordingly, no HSR Act filing is required. As a result, the parties to the Merger Agreement do not expect consummation of the Business Combination to be conditioned on the expiration or termination of any waiting period under the HSR Act. For more information, see “Business Combination Proposal — Regulatory Matters.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently expected that the Business Combination will be consummated in the second half of 2023. This date depends on, among other things, the approval of the proposals to be put to 10X II shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to 10X II shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient 10X II ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting or (B) in order to solicit additional proxies from 10X II shareholders in favor of one or more of the proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Q:     What happens if the Business Combination is not consummated?

A:     10X II will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the applicable parties in accordance with the terms of the Merger Agreement. If the Merger Agreement is terminated before the Business Combination is completed, 10X II will remain a Cayman Islands exempted company and will search for an alternate initial business combination. If 10X II is not able to consummate the Business Combination with AFRAG nor able to complete another business combination by February 13, 2024, in each case, as such date may be extended pursuant to our Existing Governing Documents, 10X II will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to

pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the 10X II Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands Companies Law to provide for claims of creditors and the requirements of other applicable law.

Q:     Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

A:     Neither 10X II’s shareholders nor 10X II’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Law or under the DGCL.

Q:     What do I need to do now?

A:     10X II urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder and/or warrant holder. 10X II’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How do I vote?

A:     If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person or virtually at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

Q:     When and where will the extraordinary general meeting be held?

A:     The extraordinary general meeting will be held at            ,            Eastern Time, on            , 2023 at the offices of Latham & Watkins LLP located at 1271 6th Avenue, New York, New York 10020, and virtually via live webcast at            , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:     Who is entitled to vote at the extraordinary general meeting?

A:     We have fixed the close of business on            , 2023 as the record date for the extraordinary general meeting. If you were a shareholder of 10X II at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q:     How many votes do I have?

A:     10X II shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date; provided that holders of Class B ordinary shares will have ten votes per share solely with respect to the Domestication Proposal. As of the close of business on the record date for the extraordinary general meeting, there were            ordinary shares issued and outstanding, of which were issued and outstanding public shares and            were Class B ordinary shares.

Q:     What constitutes a quorum?

A:     A quorum of 10X II’s shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than one-third of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting,            ordinary shares would be required to achieve a quorum.

Q:     What vote is required to approve each proposal at the extraordinary general meeting?

A:     The following votes are required for each proposal at the extraordinary general meeting:

(i)     Business Combination Proposal:    The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(ii)    Domestication Proposal:    The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Law being a resolution passed by at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Additionally, solely in connection with the Domestication Proposal, each holder of Class B ordinary shares will have ten votes per share while each holder of Class A ordinary shares will have one vote per share.

(iii)   Charter Amendment Proposal:    The approval of the Charter Amendment Proposal requires a special resolution, being a resolution passed by at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iii)   Advisory Charter Proposals:    The separate approval of each of the Advisory Charter Proposals requires an ordinary resolution, being a resolution passed by at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(iv)   Nasdaq Proposal:    The approval of the Nasdaq Proposal requires an ordinary resolution, being a resolution passed by at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(v)    Equity Incentive Plan Proposal:    The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being a resolution passed by at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

(vi)   Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

As of the record date, 10X II had            ordinary shares issued and outstanding. 10X II shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date, except with respect to the Domestication Proposal whereby each Class B ordinary shareholder will be entitled to ten votes per one Class B ordinary share. 5,332,328 ordinary shares are subject to the Acquiror

Support Agreement, pursuant to which the Initial Shareholders have agreed to vote all of their shares in favor of the Business Combination. For additional information regarding the Acquiror Support Agreement, see “Business Combination Proposal — Related Agreements — Acquiror Support Agreement.” In addition, each of the Anchor Investors has agreed to vote their aggregate 1,334,339 Class B ordinary shares in favor of the Business Combination.

Because the Initial Shareholders agreed to vote their aggregate 1,000,000 Class A ordinary shares and 4,332,328 outstanding Class B ordinary shares in favor of each of the Business Combination Proposal, the Domestication Proposal, the Advisory Charter Proposals, the Nasdaq Proposal and the Equity Incentive Plan Proposal and the Anchor Investors have agreed to vote their aggregate 1,334,339 outstanding Class B ordinary shares in favor of the Business Combination, each of Business Combination Proposal, the Domestication Proposal, the Advisory Charter Proposals, the Nasdaq Proposal and the Equity Incentive Plan Proposal will be approved even if none of the public shares are voted in favor of any of Business Combination Proposal, the Domestication Proposal, the Advisory Charter Proposals, the Nasdaq Proposal and the Equity Incentive Plan Proposal.

Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 4,720,611 shares will need to be voted in favor of the Adjournment Proposal in order to approve such proposal.

Assuming all holders that are entitled to vote on such matter vote all of their ordinary shares in person or by proxy, 6,294,179 shares, of which 961,851 shares are not subject to either the Acquiror Support Agreement or agreements entered into with each of the Anchor Investors, will need to be voted in favor of the Charter Amendment Proposal in order to approve the such proposal.

Solely in connection with the Domestication Proposal, the Class B ordinary shares have ten votes per share and the Class A ordinary shares have one vote per share. Because the Class B ordinary shares have ten votes per share, and because the Initial Shareholders have agreed to vote their aggregate 1,000,000 Class A ordinary shares and 4,332,328 outstanding Class B ordinary shares in favor of the Domestication Proposal and the Anchor Investors have agreed to vote their aggregate 1,334,339 outstanding Class B ordinary shares in favor of the Domestication Proposal, the Domestication Proposal will be approved even if none of the public shares are voted in favor of the Domestication Proposal.

Q:     What are the recommendations of the 10X II Board?

A:     The 10X II Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of 10X II and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the separate Advisory Charter Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of 10X II’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of 10X II and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, 10X II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of 10X II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     How do the Sponsor and the other Initial Shareholders intend to vote their shares?

A:     The Initial Shareholders have agreed to vote all their Class B ordinary shares and any other public shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (whose members include certain of 10X II’s directors and officers) and our other Initial Shareholders own 61.3% of the issued and outstanding ordinary shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding 10X II or its securities, the Initial Shareholders, AFRAG and/or their respective directors, officers, advisors or respective affiliates may purchase public shares from institutional

Any such report will include descriptions of any arrangements entered into or purchases by any of the aforementioned persons.

Q:     What interests do 10X II’s current officers and directors have in the Business Combination?

A:     The Initial Shareholders, certain members of the 10X II Board and our officers may have interests in the Business Combination that are different from or in addition to your interests. You should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the interests listed below:

•        the fact that our Initial Shareholders have agreed not to redeem any ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that the Sponsor paid an aggregate of $25,000 for 6,666,667 Class B ordinary shares, 4,332,328 of which are currently owned by the Sponsor after the conversion of 1,000,000 Class B ordinary shares to Class A ordinary shares on May 15, 2023, and 2,973,710 of which will be owned following the consummation of the Business Combination after it transfers an aggregate of 1,358,618 Class B ordinary shares to the Anchor Investors and certain other shareholders which entered into non-redemption agreements in connection with the Extension Meetings, assuming 10X II’s board of directors elects to extend the date by which 10X II is required to consummate a business combination or dissolve until February 13, 2024. The 4,428,710 shares of AFRAG PubCo’s Common Stock that the Initial Shareholders will hold following the Business Combination, if unrestricted and freely tradable, and in the case of the shares held by the Sponsor, following expiration of the lock-up, would have had an aggregate market value of $46,058,584 based upon the closing price of $10.40 per public share on the Nasdaq on August 10, 2023, the most recent closing price. This represents a 1,007% gain on the Sponsor’s investment. If we do not consummate a Business Combination transaction by February 13, 2024 (unless such date is extended in accordance with the Existing Governing Documents), then the founder shares will be worthless;

•        the fact that, given the differential in the purchase price that the Sponsor paid for the founder shares as compared to the price of the Class A ordinary shares sold as part of the units in the initial public offering, the Sponsor may earn a positive rate of return on their investment even if the AFRAG PubCo Common Stock trades below $10.00 per share and the public shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of public shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while public shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share;

•        the fact that, at the time of the initial public offering, the Initial Shareholders and certain of 10X II’s current officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to any ordinary shares (other than public shares) held by them if 10X II fails to complete an initial business combination by February 13, 2024 (unless such date is extended in accordance with the Existing Governing Documents). The Initial Shareholders and our officers and directors did not receive separate consideration for such waivers. Due to such waivers, the value of the founder shares and private placement units are dependent on the consummation of a business combination. This may incentivize such persons to complete a business combination on terms or conditions that are not in the best interest of the public shareholders;

•        the fact that Sponsor paid $4,550,000 for 455,000 private placement units (each unit comprising one Class A ordinary share and one-third of one warrant to purchase a Class A ordinary share), which, if unrestricted and freely tradable, would have had an aggregate market value of $4,736,550 based upon the closing price of $10.41 per public unit (although holders of the private placement units have certain rights that differ from the rights of holders of the public units) on Nasdaq on August 10, 2023, the most recent closing price, and the fact that the private placement warrants contained in the private placement units will expire worthless and the Sponsor has waived liquidation rights to the private placement shares contained in the private placement units if a business combination is not consummated by February 13, 2024 (unless such date is extended in accordance with the Existing Governing Documents);

•        the fact that the Amended and Restated Registration Rights Agreement will be entered into by the Sponsor and certain other affiliates of 10X II;

•        the fact that, pursuant to the Merger Agreement, for a period of six years following the consummation of the Business Combination, we are required to (i) maintain provisions in the Proposed Charter providing for continued indemnification of 10X II’s directors and officers and (ii) continue 10X II’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

•        the fact that the Sponsor and 10X II’s officers and directors will lose their entire investment in 10X II and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by February 13, 2024 (unless such date is extended in accordance with the Existing Governing Documents);

•        the fact that if the Trust Account is liquidated, including in the event 10X II is unable to complete an initial business combination by February 13, 2024 (unless such date is extended in accordance with the Existing Governing Documents), the Sponsor has agreed to indemnify 10X II to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which 10X II has entered into an acquisition agreement or claims of any third party for services rendered or products sold to 10X II, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the fact that 10X II may be entitled to distribute or pay over funds held by 10X II outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing;

•        the fact that it is currently contemplated that a designee of 10X II will serve as a director of AFRAG PubCo following the Closing. As such, in the future such person may receive any cash fees or equity awards that the AFRAG PubCo Board determines to pay its directors; and

•        the fact that the Initial Shareholders entered into the Acquiror Support Agreement pursuant to which the original lock-up period to which our Initial Shareholders are subject was amended to shorten such lock-up period to six months with respect to all of the Lock-Up Shares (as defined in this proxy statement/prospectus), after which time two-thirds of the Lock-Up Shares will be subject to the lock-up for the duration of the Second Lock-up Period (as defined in this proxy statement/prospectus).

As a result of the foregoing interests, the Sponsor and 10X II’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. Based on the closing price per share of the public shares and units on August 10, 2023 as reported on Nasdaq of $10.40 and $10.41, respectively, in the aggregate, the Sponsor and its affiliates have approximately $47.8 million at risk that depends upon the completion of a business combination. Such amount consists of: (i) 1,000,000 Class A ordinary shares, 2,973,710 Class B ordinary shares that will be held by the Sponsor following the Closing and 455,000 private placement units, (ii) $1,742,652.26 in unreimbursed out-of-pocket expenses as of June 21, 2023 and (iii) $20,000 of administrative support expense as of June 21, 2023.

These interests may influence the 10X II Board in making its recommendation that you vote in favor of the approval of the Business Combination. See the section entitled “Business Combination Proposal — Interests of 10X II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     What happens if I sell my 10X II ordinary shares before the extraordinary general meeting?

A:     The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Shareholders may send a later-dated, signed proxy card to our secretary at 1 World Trade Center, 85th Floor, New York, New York 10007 so that it is received by our secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on            , 2023) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to

our secretary, which must be received by our secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     What happens if I fail to take any action with respect to the extraordinary general meeting?

A:     If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of AFRAG PubCo. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not consummated, you will remain a shareholder and/or warrant holder of 10X II. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

Q:     What should I do if I receive more than one set of voting materials?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A:     10X II will pay the cost of soliciting proxies for the extraordinary general meeting. 10X II has engaged Morrow Sodali LLC (“Morrow”) as proxy solicitor to assist in the solicitation of proxies for the extraordinary general meeting. 10X II has agreed to pay Morrow a fee of $            , plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. 10X II will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. 10X II’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Where can I find the voting results of the extraordinary general meeting?

A:     The preliminary voting results will be announced at the extraordinary general meeting. 10X II will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call: (203) 658-9400)
Email: VCXA.info@investor.morrowsodali.com

You also may obtain additional information about 10X II from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, 10X II’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to            ,             Eastern Time, on            , 2023 (two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact: