References in this report (the "Quarterly Report") to "we", "us", "our" or the "Company" are to10X Capital Venture Acquisition Corp. II , except where the context requires otherwise. References to our "management" or our "management team" refer to our officers and directors. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Special Note Regarding Forward-Looking Statements This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q/A including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's final prospectus for its initial public offering (the "Initial Public Offering") filed with theU.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of theSEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. 14 -------------------------------------------------------------------------------- Table of Contents Overview We are a blank check company incorporated onFebruary 10, 2021 as aCayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. OnAugust 13, 2021 , we consummated our initial public offering of 20,000,000 Class A ordinary shares, at$10.00 per share, generating gross proceeds of$200 million . Simultaneously with the closing of the initial public offering, our sponsor andCantor Fitzgerald & Co. purchased an aggregate of 655,000 private units, at a price of$10.00 per unit, for an aggregate purchase price of$6,550,000 , in a private placement. Upon the closing of the initial public offering onAugust 13, 2021 ,$200,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the initial public offering and the sale of private units were placed in the trust account. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations underCayman Islands law to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that our plans to complete our initial business combination will be successful. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities throughSeptember 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. As ofSeptember 30, 2021 , there was interest earned from the Trust account in the amount of$1,259 . For the three months endedSeptember 30, 2021 , we had net loss of$305,586 , which consisted of formation and operating costs of$306,845 and interest income on investments held in the Trust account of$1,259 . For the period fromFebruary 10, 2021 throughSeptember 30, 2021 , we had net loss of$317,317 , which consisted of formation and operating costs of$318,576 and interest income on investments held in the Trust account of$1,259 . Liquidity and Capital Resources As ofSeptember 30, 2021 , we had$1,663,667 outside of the trust account and a working capital of$1,681,302 . 15 -------------------------------------------------------------------------------- Table of Contents Our liquidity needs up toSeptember 30, 2021 had been satisfied through a payment from the sponsor of$25,000 for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the sponsor of$81,457 . The promissory note was fully repaid upon initial public offering. In addition, in order to finance transaction costs in connection with a business combination, the sponsor or an affiliate of the sponsor or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As ofSeptember 30, 2021 , there were no amounts outstanding under any working capital loans. Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. Critical Accounting Policies The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies: Deferred Offering Costs Deferred offering costs consisted of legal and accounting expenses incurred through the balance sheet date that were directly related to the initial public offering and that were charged to shareholders' equity upon the completion of the initial public offering onAugust 13, 2021 . Recent Accounting Pronouncements InAugust 2020 , the FASB issued ASU No. 2020-06, "Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning afterDecember 15, 2021 , and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this change will have on our financial statements. Other recent accounting pronouncements issued by the FASB (including itsEmerging Issues Task Force ), theAmerican Institute of Certified Public Accountants , and theSEC did not, or are not believed by management to, have a material impact on our unaudited condensed financial statements. Off-Balance Sheet Arrangements; Commitments and Contractual Obligations Registration Rights Pursuant to a registration rights agreement entered into onAugust 10, 2021 , the holders of the founder shares, private units, private placement shares and private placement warrants and the Class A ordinary shares underlying such private placement warrants and private units that may be issued upon conversion of the working capital loans will have registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement We granted the underwriters a 45-day option from the date of the initial public offering to purchase up to an additional 3,000,000 units to cover over- allotments, if any at the initial public offering price less the underwriting discounts and commissions. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the initial public offering held in the trust account, or$7,000,000 , upon the completion of the initial business combination subject to the terms of the underwriting agreement. 16
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