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February 16, 2023
Hans Thomas
Chief Executive Officer
10X Capital Venture Acquisition Corp. II
1 World Trade Center, 85th Floor
New York, NY 10007
Re:10X Capital Venture Acquisition Corp. II
Registration Statement on Form S-4
Filed January 20, 2023
File No. 333-269342
Dear Hans Thomas:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed January 20, 2023
Cover Page
1.We note your risk factor disclosure on page 63 that Global Commodities & Investments
Ltd. currently controls approximately 84.16% of the voting power of AFRAG’s capital
stock and will control approximately 56.95% of the combined voting power of AFRAG
PubCo Common Stock following the consummation of the Business Combination. Please
disclose on your cover page that following the business combination you will be a
"controlled company" within the meaning of NASDAQ rules and the controlling
shareholders' anticipated total voting power.

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 Comapany Name10X Capital Venture Acquisition Corp. II
 February 16, 2023 Page 2
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Hans Thomas
10X Capital Venture Acquisition Corp. II
February 16, 2023
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Questions and Answers for Shareholders of 10X II, page ix
2.Given that the Nasdaq listing condition is waivable, please revise your questions and
answers section, consistent with your risk factor disclosure on page 66, to prominently
disclose that shareholders will not have certainty at the time that they vote regarding
whether the AFRAG PubCo Common Stock and warrants will be listed on a national
securities exchange following the business combination.
Q. Did the 10X II Board obtain a third-party valuation or fairness opinion in determining
whether or not to proceed with..., page xii
3.We note your disclosure that Canaccord Genuity's Opinion to the 10X II Board stated in
part that the Business Combination is fair, from a financial point of view, to 10X II. Please
include cautionary language noting, if true, that the fairness opinion addresses the fairness
to all shareholders of 10X II as a group as opposed to only those shareholders of 10X
II unaffiliated with the sponsor or its affiliates.
Q. What equity stake will current 10X II shareholders and current equity holders of AFRAG hold
in AFRAG PubCo immediately..., page xiii
4.We note your disclosure here notes that the table below on page xiii assumes "that all the
AFRAG PubCo warrants to purchase AFRAG PubCo Common Stock that will be
outstanding immediately following Closing have been exercised for cash." However, we
note that your table does not appear to include all of the AFRAG PubC warrants. For
example only, your table depicts that Cantor will hold 200,000 shares while your
disclosure elsewhere appears to indicate that Cantor owns 200,000 private placement units
and that each private placement unit consists of one private placement share and one-
third of one private placement warrant. Please revise to disclose all possible sources and
extent of dilution that shareholders who elect not to redeem their shares may experience in
connection with the business combination. Provide disclosure of the impact of each
significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
5.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Q. What are the U.S. federal income tax consequences of the Domestication?, page xviii
6.We note that the Domestication is intended to qualify as an F Reorganization. Please
provide a tax opinion covering the material federal tax consequences of the transaction to
investors and revise your disclosure accordingly. Please refer to Item 601(b)(8) of
Regulation S-K and Items 4(a)(6) and 21(a) of Form S-4. For guidance in preparing

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the opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No.
19.
Forward Purchase Agreement, page 9
7.We note that 10X II has entered into a forward purchase agreement with Vellar for
Vellar to purchase 10X II’s Class A ordinary shares on the open market to reduce
redemption rates. Please provide your analysis demonstrating how this agreement
complies with Rule 14e-5.
8.We note your disclosure on page 62 that "200,000 shares are issued to Vellar as the share
consideration under the Forward Purchase Agreement." However, on page 165 you
disclose that "Vellar is to receive a $2.0 million fee payable in shares. To realize this,
Vellar will purchase the shares in the open market." Furthermore, it appears that your
Forward Purchase Agreement filed as Exhibit 10.4 defines Share Consideration as "an
amount equal to the product of (x) such number that is the greater of (a) 5% of the
Maximum Number of Shares and (b) 200,000 (provided that if Counterparty has requested
and the Seller has paid the Prepayment Shortfall such number will be increased to the
greater of (a) 10% of the Maximum Number of Shares and (b) 400,000) and (y) the Initial
Price." Please correct for this apparent inconsistency or otherwise advise. In addition,
please amend your disclosure here and in the "Questions and Answers" section to discuss
all the material terms of the Forward Purchase Agreement, including any fees or other
consideration payable to Vellar. Your disclosure should prominently highlight the material
terms of the agreement as well as highlight the risks consistent with your risk factor
disclosure on pages 47 and 48.
Interests of 10X II's Directors and Executive Officers in the Business Combination, page 13
9.Please disclose the out-of-pocket expenses for which the Sponsor and its affiliates are
awaiting reimbursement. We note your statements that "[y]our Sponsor, executive officers
and directors, or any of their respective affiliates are reimbursed for any out-of-pocket
expenses incurred in connection with activities on [y]our behalf such as identifying
potential target businesses and performing due diligence on suitable business
combinations" and that "[a]fter the completion of the Business Combination, directors or
members of [y]our management team who remain with [you] may be paid consulting or
management fees from AFRAG PubCo."  We also note the $20,000 monthly payments
owed to the Sponsor pursuant to the administrative support agreement. Please also include
those expenses in the quantified, aggregate dollar amount that the sponsor and its affiliates
have at risk if the business combination is not completed or advise.
Sources & Uses of Funds for the Business Combination, page 17
10.Please explain how the cash transferred to "Forward Purchase Agreement Escrow" is
reflected in your pro forma balance sheet on page 159.  Explain the offset to the related
cash pro forma adjustments.  Specifically clarify how the Escrow is reflected on your pro

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forma balance sheet.  In addition, see our comments below on negative cash and address
the appropriateness of your presentation herein under the maximum redemption scenario.
Risk Factors - AFRAG, page 30
11.Please provide a risk factor that addresses the error identified in AFRAG’s historical
restated financial statements.  Discuss the future obligations to provide an assessment of
AFRAG’s disclosure controls and procedures and internal control over financial reporting
pursuant to Items 307 and 308 of Regulation S-X. Ensure you discuss the fact that
AFRAG’s disclosure controls and procedures and internal control over financial reporting
may not be effective, and the implication of this assessment.
Background to the Business Combination, page 103
12.Please revise the Background section so that it is clear where each party stood with respect
to material transaction terms during the course of the negotiations. For instance, when
discussing meetings between the parties or their advisers, identify the party that proposed
a material transaction term and indicate whether the other party agreed and/or proffered a
counter proposal. The disclosure should provide shareholders with an understanding of
how, when, and why the material terms of your proposed transaction evolved.
13.When you refer to representatives of AFRAG or 10X II or the 10X II Board, identify any
executive officers or Board members that were present or are referenced, or confirm that
you mean all members of the board or executive officers, as applicable. In addition, please
revise to clearly identify each of the other parties who you describe in this section. For
example only, we note references to "advisors" and "representatives" throughout this
section. Please provide clear descriptions of each parties' roles, and describe how each
party utilized the assistance of the advisors or representatives in their evaluation of the
transaction on the whole or any of its constituent parts.
14.We note that 10X II had executed a business combination agreement after evaluating and
selecting PrimeBlock from over twenty potential targets, and that the agreement was later
terminated by mutual agreement. Please expand your disclosure regarding the other
potential target companies, including:
•Whether you engaged in any discussions with the other potential target companies;
•The extent of due diligence or substantive negotiations with the other potential
targets; and
•The size and material attributes of the potential targets.
Your disclosure in this section should provide shareholders with an understanding of why
other target companies were not ultimately chosen as business combination partners.
15.Please include a more detailed discussion of your proposed business combination with
PrimeBlock, including when discussions to enter a business combination were initiated,
the material terms negotiated by 10X II and PrimeBlock, the circumstances surrounding
the termination of the business combination agreement, the Boards reasons for

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terminating the agreement, and whether 10X II was subject to any fees or penalties as a
result of the termination.
16.We note your disclosure that 10X II prepared a presentation with a proposal for
consideration by AFRAG’s board of directors, detailing the proposed terms of a business
combination between the parties, which contemplated a valuation of $450 million in total
consideration (with part of such consideration subject to an earnout). In addition we note
that before executing the LOI, employees of 10X II and Alan Kessler of AFRAG
exchanged emails and phone calls regarding deal terms, including the valuation
methodology. Please update your disclosure to describe how the parties arrived at the
agreed upon valuation and disclose any material negotiations or discussions surrounding
the determination to not have an earnout.
17.We note that "[p]rior to the termination of 10X II’s business combination agreement with
PrimeBlock, representatives of 10X Capital had various discussions with AFRAG in 10X
Capital’s capacity as an institutional investor." Please expand your timeline to
substantially elaborate on these discussions, including whether or not valuation in
AFRAG's planned IPO or alternative financings were discussed.
18.We note that the Company participated in various discussions and negotiations that
resulted in the Standby Equity Purchase Agreements with Yorkville and Cohen
& Company. Please disclose whether the investors have a relationship to the SPAC, the
Sponsor, or their affiliates. Please also disclose the material terms that were negotiated
during these discussions and how they were ultimately determined.
19.We note that 10X II and AFRAG engaged in several discussions regarding a valuation
methodology based on projected revenue, AFRAG's financial model and the assumptions
supporting the model. Please provide a more detailed description of these terms and the
discussions, including when 10X II and 10X Capital received the projections from
AFRAG, the positions taken by each party and negotiations related to these terms, and
whether the projections or the valuations they supported were presented to Yorkville and
Cohen & Company in connection with their financing agreements.
20.Please revise the Background section to clarify the due diligence that 10X II conducted. In
this regard, we note numerous general references to "due diligence" and "extensive
research" but it is unclear (i) what aspects of AFRAG's business and/or issues were the
most significant from 10X II's perspective and (ii) what 10X II's research findings
revealed.
Negotiations with AFRAG, page 104
21.We note your disclosure that AFRAG and 10X II “discussed in detail the financial model
and assumptions supporting it as part of 10X II’s financial due diligence of AFRAG.”
Please clarify whether the “financial model” used in 10X II’s financial due diligence was
provided to the 10X II Board. In addition, please clarify whether these were the same set

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of financial projections provided to Cancaccord Genuity. To the extent the projections
were provided to the 10X II Board and that these were different sets of projections, please
include such analyses in your filing and explain the material differences with the financial
projections currently provided in your registration statement.
Opinion of Financial Advisor to 10X II, page 109
22.We note that Cancaccord Genuity reviewed the historical income statement of AFRAG
for the year ended December 31, 2021. We further note that AFRAG restated its financial
statements for the fiscal year ended December 31, 2021. Please clarify whether or not
Cancaccord Genuity reviewed the restated financials or otherwise advise.
The 10X II Board's Reasons for the Business Combination, page 109
23.We note your disclosure on page 181 of the fiduciary and contractual obligations that
some of your officers and directors owe to other entities. With a view towards disclosure,
please tell us how the board considered those conflicts in negotiating and recommending
the business combination.
24.We note that the 10X II Board considered several potentially negative factors related to
AFRAG, including "status as an early stage company without significant revenues, the
competitive landscape, nonperformance by contract counterparties, including AFRAG’s
counterparties under its water and land use arrangements, the evolutionary nature of
AFRAG’s business model, and the execution