References in this report (the "Quarterly Report") to "we", "us", "our" or the
"Company" are to 10X 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 the U.S. Securities and
Exchange Commission (the "SEC"). The Company's securities filings can be
accessed on the EDGAR section of the SEC'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.

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Overview
We are a blank check company incorporated on February 10, 2021 as a Cayman
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.
On August 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 and
Cantor 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 on August 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
under Cayman 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 through September 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 of September 30, 2021, there was interest earned from the
Trust account in the amount of $1,259.
For the three months ended September 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 from February 10, 2021 through September 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 of September 30, 2021, we had $1,663,667 outside of the trust account and a
working capital of $1,681,302.

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Our liquidity needs up to September 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 of September 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 on August 13, 2021.
Recent Accounting Pronouncements
In August 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 after December 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 its
Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the SEC 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 on August 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.

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