SC 13G/A

NAMES OF REPORTING PERSONS

Spring Creek Capital, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

African Agriculture Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00792J100

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP: 00792J100

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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 266,666 (1)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 266,666 (1)
	8	SHARED DISPOSITIVE POWER 0

(1)	Represents 266,666 public warrants (“Public Warrants”), each whole warrant exercisable for one share of Common Stock, par value $0.0001 per share (“Public Shares”), of African Agriculture Holdings Co. (the “Issuer”), held by Spring Creek Capital, LLC.

CUSIP: 00792J100

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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 266,666 (1)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 266,666 (1)
	8	SHARED DISPOSITIVE POWER 0

(1)

Represents 266,666 Public Shares issuable upon exercise of 266,666 Public Warrants held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. (“Koch Industries”) by virtue of Koch Industries’ indirect ownership of Spring Creek Capital, LLC.

CUSIP: 00792J100

Page 4 of 6

Item 1(a). Name of Issuer: African Agriculture Holdings Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Officers: 445 Park Avenue, Ninth Floor, New York, New York 10022

Item 2(a). Name of Person Filing:

Spring Creek Capital, LLC (“Spring Creek”)

SCC Holdings, LLC (“SCC”)

KIM, LLC (“KIM”)

Koch Investments Group, LLC (“KIG”)

Koch Investments Group Holdings, LLC (“KIGH”)

Koch Industries, Inc. (“Koch Industries”)

(Each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item

2(b). Address or Principal Business Office or, if None, Residence:

The principal business office for all Reporting Persons is:

4111 E. 37th Street North

Wichita, KS 67220

Item

2(c). Citizenship: See Item 4 of each cover page.

Item 2(d). Title of Class of Securities: Common stock, par value $0.0001 per share (“Public Shares”).

Item 2(e). CUSIP No.: 00792J100

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page. Calculated using 58,133,496 Public Shares, including (i) 57,866,830 Public Shares outstanding as of December 28, 2023 as reported in the Issuer’s Registration Statement on Form S-1 filed with the SEC on December 29, 2023 and (ii) 266,666 Public Shares issuable upon exercise of the 266,666 Public Warrants held by Spring Creek.

(i)

Sole power to vote or to direct the vote: See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote: See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.

Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.

CUSIP: 00792J100

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Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x]

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

CUSIP: 00792J100

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024


Spring Creek Capital, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Vice President and Secretary

SCC Holdings, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Secretary

KIM, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Vice President and Secretary

Koch Investments Group, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Secretary

Koch Investments Group Holdings, LLC

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Secretary

Koch Industries, Inc.

By:		/s/ Raffaele G. Fazio
Name:		Raffaele G. Fazio
Title:		Assistant Secretary