Item 1.01. Entry Into A Material Definitive Agreement.

Merger Agreement

On November 2, 2022, 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company ("10X II"), entered into an Agreement and Plan of Merger (as it 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 and wholly-owned subsidiary of 10X II ("Merger Sub"), and African Agriculture, Inc., a Delaware corporation ("African Agriculture").

The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of 10X II and African Agriculture.

The Business Combination

Pursuant to the Merger Agreement, 10X II will, subject to obtaining the required shareholder approvals and at least one day prior to the Effective Time (as defined in the Merger Agreement), 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"). Following the Domestication, Merger Sub will merge with and into African Agriculture (the "Merger"), with African Agriculture surviving the Merger as a wholly-owned subsidiary of 10X II. In connection with the closing of the Merger (the "Closing"), 10X II will change its name to "African Agriculture Holdings Inc." ("New African Agriculture"). The Domestication, the Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination".

Merger Consideration

In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of African Agriculture 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 New African Agriculture ("New African Agriculture Common Stock") equal to 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 African Agriculture 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 African Agriculture (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any African Agriculture convertible note outstanding at the Effective Time (the "Merger Consideration").

Governance

Except as otherwise agreed in writing by African Agriculture and 10X II prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable laws and the listing requirements of The Nasdaq Stock Market LLC ("Nasdaq"), 10X II shall take all actions necessary or appropriate to cause (a) each director of 10X II in office to cease being a director, and (b) certain individuals designated by the parties shall be appointed to the New African Agriculture board of directors.

Representations and Warranties; Covenants

The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of 10X II and African Agriculture and that each of the parties have undertaken to procure approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). In addition, 10X II has agreed to adopt an equity incentive plan in the form agreed to by 10X II and African Agriculture.



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Conditions to Each Party's Obligations

The obligation of 10X II and African Agriculture to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the completion of the offer to redeem the ordinary shares of 10X II, (iii) the approval of the Merger Agreement and the Merger by 10X II's shareholders, (iv) the approval of the Merger Agreement and the Merger by African Agriculture's stockholders and (v) the Registration Statement (as defined below) becoming effective.

The obligation of 10X II to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of African Agriculture being true and correct to the standards applicable to such representations and warranties and each of the covenants of African Agriculture having been performed or complied with in all material respects, (ii) delivery to 10X II by African Agriculture of a signed officer's certificate, dated as of the date of Closing, certifying that certain closing conditions have been fulfilled, (iii) delivery to 10X II by African Agriculture of executed counterparts to all Ancillary Agreements (as defined in the Merger Agreement) to which African Agriculture or a shareholder of African Agriculture is party and (iv) no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred.

The obligation of African Agriculture to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of 10X II and each Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of 10X II having been performed or complied with in all material respects, (ii) delivery to African Agriculture by 10X II of a signed officer's certificate, dated as of the date of Closing, certifying that certain closing conditions have been fulfilled, (iii) the approval of the New African Agriculture Common Stock and New African Agriculture warrants for listing on Nasdaq, (iv) delivery to African Agriculture by 10X II of executed counterparts to all Ancillary Agreements to which 10X II or 10X Capital SPAC Sponsor II LLC ("Sponsor") is party, (v) certain directors and executive officers of 10X II specified in the Merger Agreement having been removed from their respective positions or having tendered their irrevocable resignations, in each case effective as of the Effective Time, (vi) 10X II having available at Closing at least $10,000,000 in cash or cash commitments (after taking into account any redemptions by the 10X II's public shareholders and certain transaction expenses), and (vii) the completion of the Domestication and delivery to African Agriculture of a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares to be offered and sold in connection with the Non-Redemption Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01. Regulation FD Disclosure.

On November 2, 2022, 10X II and African Agriculture issued a joint press release announcing their entry into the Merger Agreement. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information and Where to Find It

10X II intends to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (as amended, the "Registration Statement"), which will include a preliminary proxy statement/prospectus of 10X II, in connection with the Business Combination. After the Registration Statement is declared effective, 10X II will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 10X II's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with 10X II's solicitation of proxies for its shareholders' meeting to be held to approve the Business Combination because the proxy statement/prospectus will contain important information about 10X II, African Agriculture and the Business Combination. The definitive proxy statement/prospectus will be mailed to shareholders of 10X II as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the Registration Statement, each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, without charge, once available, at the SEC's website at www.sec.gov. In addition, the documents filed by 10X II may be obtained free of charge from 10X II at https://www.10xspac.com/spacII. Alternatively, these documents, when available, can be obtained free of charge by directing a request to: 10X Capital Venture Acquisition Corp. II, 1 World Trade Center, 85th Floor, New York, NY 10007. The information contained on or accessible through 10X II's corporate website or any other website that it may maintain is not part of this Current Report on Form 8-K.

Participants in the Solicitation

10X II, African Agriculture and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of 10X II's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of 10X II's directors and officers in 10X II's filings with the SEC, including the Registration Statement to be filed with the SEC by 10X II, and such information and names of African Agriculture's directors and executive officers will also be in the Registration Statement to be filed with the SEC by 10X II, which will include the proxy statement of 10X II for the Business Combination.

Forward Looking Statements

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or 10X II's or African Agriculture's future financial or operating performance. For example, statements about the expected timing of the completion of the Business



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Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of African Agriculture are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by 10X II and its management, and African Agriculture and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against 10X II, African Agriculture, the combined company or others following the announcement of the Business Combination; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of 10X II or to satisfy other conditions to Closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of African Agriculture as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that African Agriculture or the combined company may be adversely affected by other economic, business and/or competitive factors; and (11) other risks and uncertainties described in 10X II's registration statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2021 and its subsequent Quarterly Reports on Form 10-Q, and in the Registration Statement to be filed by 10X II with the SEC in connection with the Business Combination.

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither 10X II nor African Agriculture undertakes any duty to update these forward-looking statements.

No Offer or Solicitation

This Current Report relates to a proposed business combination between 10X II and African Agriculture. This document is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.



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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit No.       Description

2.1†                Agreement and Plan of Merger, dated as of November 2, 2022, by
                  and among 10X Capital Venture Acquisition Corp. II, 10X AA Merger
                  Sub, Inc. and African Agriculture Inc.

10.1                Acquiror Support Agreement, dated November 2, 2022 by and among
                  10X Capital Venture Acquisition Corp. II, African Agriculture
                  Inc., 10X Capital SPAC Sponsor II LLC and the directors and
                  executive officers of 10X Capital Venture Acquisition Corp. II
                  named therein.

10.2                Form of Non-Redemption Agreement.

10.3                Standby Equity Purchase Agreement, dated November 2, 2022, by
                  and between 10X Capital Venture Acquisition Corp. II and YA II
                  PN, Ltd.

10.4                OTC Equity Prepaid Forward Transaction by and among 10X Capital
                  Venture Acquisition Corp. II, African Agriculture Inc. and Vellar
                  Opportunity Fund SPV LLC - Series 8.

99.1                Press Release, dated November 2, 2022.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

† Certain of the exhibits and schedules to this exhibit have been omitted in


    accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
    furnish supplementally a copy of all omitted exhibits and schedules to the
    SEC upon its request.



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