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CORRESP
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    99 Bishopsgate

    London EC2M 3XF

    United Kingdom

    Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460

    www.lw.com

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    Washington, D.C.

August
11, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office
of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Jeanne
    Baker

    Brian
    Cascio

    Jordan
    Nimitz

    Jason
    Drory

    Re:
    10X
    Capital Venture Acquisition Corp. II

    Amendment
    No. 1 to Registration Statement on Form S-4

    Filed
    June 30, 2023

    File
    No. 333-269342

To
the addressees set forth above:

On
behalf of 10X Capital Venture Acquisition Corp. II (the “Company”), set forth below are the Company’s
responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 1 to Registration
Statement on Form S-4 (the “Amended Form S-4”), filed on June 30, 2023. Concurrently with its submission of
this letter to the Staff, the Company has filed Amendment No. 2 to the Form S-4 (the “Amendment No. 2”) with
the Commission through its EDGAR system.

Set
forth below are the responses of the Company to the comments in the Staff’s letter to the Company, dated July 28, 2023, relating
to the Amended Form S-4. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold
and italics herein. The Company has also provided its response immediately after each numbered comment. Capitalized terms used but not
otherwise defined herein have the meanings assigned to such terms in Amendment No. 2.

Latham & Watkins is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the
laws of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners
of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such
persons are either solicitors, registered foreign lawyers, or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

August 11, 2023

Page 2

Amendment
No. 1 to Registration Statement on Form S-4

Q:
Did the 10X II Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with . . ., page xiii

 1. We
                                            note your response to our prior comment 3. Please revise your Q&A to clearly state that
                                            Canaccord Genuity is not expressing any opinion as to the fairness of the transaction to
                                            the holders of any class of securities, creditors or other constituencies of the Company
                                            or AFRAG.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page xiii of Amendment No. 2.

Q:
What equity stake will current 10X II shareholders and current equity holders of AFRAG hold in AFRAG PubCo..., page xiv

 2. We
                                            note your revised disclosure in response to prior comment 4 and reissue in part. Please expand
                                            your tabular disclosure to reflect the possible sources of dilution that non-redeeming 10X
                                            II public stockholders could experience from outstanding warrants. We note “there is
                                            outstanding an aggregate of 6,884,908 warrants to acquire ordinary shares.”

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages xiv – xv, 9 – 10. 103 –
104 and 172 – 173 of Amendment No. 2.

 3. We
                                            note your disclosure here that Scenario 1 assumes “no redemptions.” Please revise
                                            your disclosure throughout your registration statement to clarify that Scenario 1 depicts
                                            no “additional” redemptions and quantify the significant amount of redemptions
                                            to date.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages xiv, xxvi, 9, 17, 28, 30, 59, 103 and
172 of Amendment No. 2.

 4. We
                                            note that Vellar Opportunity Fund SPV LLC (“Vellar”) may purchase shares pursuant
                                            to a Forward Purchase Agreement with you and AFRAG. Please revise your tabular disclosure
                                            to identify Vellar for each applicable scenario presented where Vellar intends to purchase
                                            shares.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages xiv – xv, 9 – 10. 103 –
104 and 172 – 173 of Amendment No. 2.

 5. We
                                            note your disclosure elsewhere that on May 3, 2023, the AFRAG Sponsor Promissory Note was
                                            amended. We further note, as part of this amendment, AFRAG agreed to issue to the AFRAG Sponsor
                                            Promissory Note holder a number of shares of the AFRAG’s Common Stock equal to the
                                            number of Class B ordinary shares of 10X II transferred to investors in connection with any
                                            past or future extensions of the deadline by which 10X II must consummate an initial business
                                            combination. Please update your table at the bottom of page xv to account for this or otherwise
                                            advise.

Response:
In response to the Staff’s comment, the Company has revised the disclosure in footnote (g) on pages xvi, 11, 105 and 173
of Amendment No. 2.

August 11, 2023

Page 3

Q:
What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise . . .,
page xxvi

 6. We
                                            note that you replaced the redemption-related labels in the columns of your chart on page
                                            xxvii with “Scenario 1”, “Scenario 2”, etc. Please revise these labels
                                            or provide additional narrative disclosure to make clear the redemption and forward purchase
                                            scenarios these columns contemplate.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages xxvi – xxvii of Amendment No.
2.

Forward
Purchase Agreement, page 8

 7. We
                                            note your response to prior comment 7 and reissue. Your response appears inconsistent with
                                            your disclosure and prior press release dated November 2, 2022. We note your response indicates
                                            the “relevant tender offer commenced on November 3, 2022, the date the Company and
                                            AFRAG announced the AA Merger Agreement.” However, we note that 10X Capital Venture
                                            Acquisition Corp. II appears to have released a press release titled “AFRICAN AGRICULTURE,
                                            A GLOBAL FOOD SECURITY AND SUSTAINABILITY COMPANY, TO LIST ON NASDAQ VIA PLANNED MERGER WITH
                                            10X CAPITAL VENTURE ACQUISITION CORP II (NASDAQ: VCXA)” on November 2, 2022. In addition,
                                            we note your response states that “Vellar will not purchase any shares at any time
                                            on or before the Redemption Deadline.” Please provide the Staff with the specific provisions
                                            of the agreement that do not allow Vellar to purchase shares at any time on or before the
                                            Redemption Deadline. We note that Exhibit 10.4 states that Vellar can purchase 10X II shares
                                            “through a broker in the open market.”

Response:
The Company respectfully informs the Staff that the Forward Purchase Agreement was entered into prior to the announcement of
the AA Merger Agreement on November 2, 2022. In response to the Staff’s comment, the Company has revised the disclosure on pages
8 – 9 of Amendment No. 2. In addition, the Company respectfully informs the Staff that, at the time of the execution of the Forward
Purchase Agreement, the parties to the agreement understood and were in agreement that Vellar would not purchase any shares of the Company
prior to the redemption deadline set forth in the proxy statement/prospectus related to the Company’s shareholder meeting to vote
to approve the Business Combination and that the purpose of the agreement was for Vellar to purchase Class A ordinary shares from third
parties through a broker in the open market following the redemption deadline set forth in the proxy statement/prospectus related to
the Company’s shareholder meeting to vote to approve the Business Combination and prior to the time of the Company’s shareholder
meeting to vote to approve the Business Combination.

The
fairness opinion obtained in connection with the Business Combination will not reflect changes in circumstances..., page 45

 8. Please
                                            revise your risk factor disclosure here and in your Q&A section to disclose Canaccord
                                            Genuity’s fairness opinion was partially based on financial projections provided by
                                            AFRAG and disclose that (i) the actual results for 2022 were materially different than projected,
                                            (ii) AFRAG currently expects its 2023 actual results to differ materially from the 2023 forecasts
                                            provided herein and (iii) AFRAG’s actual results for 2024 through 2027 may also differ
                                            materially from the 2024 through 2027 forecasts provided herein.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages xiii and 46 of Amendment No. 2.

Covenants
of AFRAG, page 98

 9. We
                                            note your response to prior comment 50. Please update your disclosure here to clarify that
                                            the Offtake Agreement has not been executed to date or otherwise advise.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 99 of Amendment No. 2.

August 11, 2023

Page 4

Background
to the Business Combination, page 108

 10. We
                                            note your response to our prior comment 13 and reissue in part. You still refer to representatives
                                            of AFRAG or 10X II or the 10X II Board without identifying the representatives involved.
                                            Please revise this section to identify the “representatives” or “advisors”
                                            of AFRAG and 10X II, or confirm that you mean all members of the board or executive officers,
                                            as applicable.

Response:
The Company respectfully informs the Staff that it has revised the disclosures on pages 109 – 115 of Amendment No. 2 to
identify the key representatives of AFRAG and 10X II, including each instance where representatives included management of 10X II or
AFRAG. The Company does not consider employees of 10X Capital, which as an affiliate of the Sponsor supports 10X II, as “key”
representatives, and their names would not be material to shareholders. The Company also does not consider employees of outside advisors
such as legal counsel or financial advisors as “key” representatives and have excluded such names.

 11. We
                                            note your revisions in response to our prior comment 14 and reissue in part. We note that
                                            after holding several teleconferences and/or in-person meetings with over 20 potential target
                                            companies, you entered into confidentiality agreements with 5. Please disclose the following:

 ● the
                                            criteria with which you narrowed the potential target companies from 20 potential

 ● companies
                                            to 5;

 ● whether
                                            AFRAG was one of the five potential targets you initiated business combination discussions
                                            with after the termination of the PrimeBlock Merger Agreement;

 ● the
                                            size and material attributes of the each of five potential targets, including their industries;

 ● the
                                            extent of due diligence or substantive negotiations with the other potential targets, including
                                            any valuation discussions; and

 ● the
                                            dates in which you first initiated conversations with each target company, the dates you
                                            terminated discussions and the reasons for deciding not to pursue a business combination
                                            with those target companies.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 110 of Amendment No. 2.

 12. We
                                            note your revisions in response to our prior comment 19 and reissue in part. Please clarify
                                            when you first received the financial model and when the financial model was provided to
                                            the 10X II Board.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 113 of Amendment No. 2.

 13. We
                                            note your revisions in response to our prior comment 16 and reissue in part. Please disclose
                                            how the parties arrived at the $450 million valuation that was included in 10X II’s
                                            initial proposal to AFRAG’s board of directors.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 113 of Amendment No. 2.

August 11, 2023

Page 5

Negotiations
with AFRAG, page 110

 14. Please
                                            revise your disclosure to state who proposed the Forward Purchase Agreement with Vellar and
                                            describe the concerns the agreement was intended to address. In addition, please revise your
                                            disclosure here to clarify the “Share Consideration” and discuss how it wa