SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
10X Capital SPAC Sponsor II LLC

(Last) (First) (Middle)
10X CAPITAL VENTURE ACQUISITION CORP. II
1 WORLD TRADE CENTER, 85TH FLOOR

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
10X Capital Venture Acquisition Corp. II [ VCXA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/19/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) 10/19/2021 J(1) 1,000,000 (2) (2) Class A Ordinary Shares 1,000,000 $0.00 5,332,328 D(3)
1. Name and Address of Reporting Person*
10X Capital SPAC Sponsor II LLC

(Last) (First) (Middle)
10X CAPITAL VENTURE ACQUISITION CORP. II
1 WORLD TRADE CENTER, 85TH FLOOR

(Street)
NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
10X Capital Advisors, LLC

(Last) (First) (Middle)
C/O 10X CAPITAL VENTURE ACQUISITION CORP
II, 1 WORLD TRADE CENTER, 85TH FLOOR

(Street)
NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Thomas Hans

(Last) (First) (Middle)
10X CAPITAL VENTURE ACQUISITION CORP
II, 1 WORLD TRADE CENTER, 85TH FLOOR

(Street)
NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Weisburd David

(Last) (First) (Middle)
C/O 10X CAPITAL VENTURE ACQUISITION CORP
II, 1 WORLD TRADE CENTER, 85TH FLOOR

(Street)
NEW YORK NY 10007

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
COO & Head of Origination
Explanation of Responses:
1. On October 19, 2021, 10X Capital SPAC Sponsor II LLC (the "Sponsor") forfeited at no cost 1,000,000 Class B ordinary shares of the Issuer, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the election by the underwriters of the Issuer's initial public offering of units to not exercise an option granted to them to cover over-allotments.
2. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-253867) (the "Registration Statement") and have no expiration date.
3. 10X Capital SPAC Sponsor II LLC (the "Sponsor") is the record holder of the securities reported herein. 10X Capital Advisors, LLC is the manager of the Sponsor (the "Manager"). Mr. Thomas and Mr. Weisburd are the managing members of the Manager and have voting and investment discretion with respect to the securities held of record by the Sponsor.
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. This amendment is being filed to include as Reporting Persons (i) 10X Capital Advisors, LLC, the manager of 10X Capital SPAC Sponsor II LLC (the "Sponsor") and (ii) David Weisburd, the co-managing member of 10X Capital Advisors, LLC, each of whom was omitted from the initial filing due to inadvertent administrative oversight
/s/ Brian Munsie, Attorney-in-Fact for 10X Capital SPAC Sponsor II LLC 03/11/2022
/s/ Joanna Heinz, Attorney-in-Fact for 10X Capital Advisors, LLC 03/11/2022
/s/ Joanna Heinz, Attorney-in-Fact for David Weisburd 03/11/2022
/s/ Brian Munsie, Attorney-in-Fact for Hans Thomas 03/11/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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