Statement of Changes in Beneficial Ownership (4)
October 19 2021 - 6:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
10X Capital SPAC Sponsor II LLC |
2. Issuer Name and Ticker or Trading Symbol
10X Capital Venture Acquisition Corp. II
[
VCXA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
10X CAPITAL VENTURE ACQUISITION CORP. II, 1 WORLD TRADE CENTER, 85TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/19/2021 |
(Street)
NEW YORK, NY 10007
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | | 1000000 | | (2) | (2) | Class A Ordinary Shares | 1000000 | $0.00 | 5332328 | D (3) | |
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) | The Sponsor is the record holder of the securities reported herein. Hans Thomas is the managing member of the Sponsor. Mr. Thomas has 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
10X Capital SPAC Sponsor II LLC 10X CAPITAL VENTURE ACQUISITION CORP. II 1 WORLD TRADE CENTER, 85TH FLOOR NEW YORK, NY 10007 | X | X |
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Thomas Hans 10X CAPITAL VENTURE ACQUISITION CORP. II 1 WORLD TRADE CENTER, 85TH FLOOR NEW YORK, NY 10007 | X | X |
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Signatures
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/s/ Brian Munsie, Attorney-in-Fact for 10X Capital SPAC Sponsor II LLC | | 10/19/2021 |
**Signature of Reporting Person | Date |
/s/ Brian Munsie, Attorney-in-Fact for Hans Thomas | | 10/19/2021 |
**Signature of Reporting Person | Date |
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