declared effective, 10X II will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 10X IIs 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 IIs 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, PrimeBlock 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 SECs 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. 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 IIs 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, PrimeBlock 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 IIs 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 IIs directors and officers in 10X IIs filings with the SEC, including the Registration Statement to be filed with the SEC by 10X II, and such information and names of PrimeBlocks
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 IIs or PrimeBlocks future financial
or operating performance. For example, statements about the expected timing of the completion of the Business 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 PrimeBlock 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
PrimeBlock 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, PrimeBlock, 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 PrimeBlock 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 PrimeBlock or the combined company may be adversely
affected by other economic, business and/or competitive factors; and (11) other risks and uncertainties set forth in the section entitled Risk Factors and Special Note Regarding Forward-Looking
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