African Agriculture Holdings Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
00792J100
|
(CUSIP Number)
|
Vasile Frank Timis
c/o Global Commodities & Investments Ltd.
90 North Church Street, 2nd Floor
George Town, Grand Cayman
+41 79 759 28 01
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
December 6, 2023
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 29415C 101
|
13D
|
Page 2 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Global Commodities & Investments Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒ | ||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC; OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐ | ||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
28,080,047 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,080,047 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,080,047 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
48.5%(1) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1)
|
For purposes of calculating beneficial ownership of the Reporting Persons, the total number of shares of Common Stock deemed outstanding is 57,866,830, as reported by the Issuer in its Registration Statement on Form S-1 filed with the
SEC on December 29, 2023.
|
CUSIP No. 29415C 101
|
13D
|
Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Vasile Frank Timis
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐ | ||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC; OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Australia and Romania
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
28,080,047 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
28,080,047 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
28,080,047 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐ | ||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
48.5%(1) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
(1)
|
For purposes of calculating beneficial ownership of the Reporting Persons, the total number of shares of Common Stock deemed outstanding is 57,866,830, as reported by the Issuer in its Registration Statement on Form S-1 filed with the
SEC on December 29, 2023.
|
CUSIP No. 29415C 101
|
13D
|
Page 4 of 9 Pages
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
CUSIP No. 29415C 101
|
13D
|
Page 5 of 9 Pages
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
CUSIP No. 29415C 101
|
13D
|
Page 6 of 9 Pages
|
CUSIP No. 29415C 101
|
13D
|
Page 7 of 9 Pages
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
CUSIP No. 29415C 101
|
13D
|
Page 8 of 9 Pages
|
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit
|
|||
A
|
|||
B
|
|||
C |
|||
D
|
CUSIP No. 29415C 101
|
13D
|
Page 9 of 9 Pages
|
Date: March 15, 2024
|
|||
Global Commodities & Investments Ltd.
|
|||
By:
|
/s/ Vasile Frank Timis
|
||
Vasile Frank Timis, director
|
/s/Vasile Frank Timis
|
||
|
Vasile Frank Timis
|
Date: March 15, 2024
|
|
||
|
Global Commodities & Investments Ltd.
|
||
|
|
|
|
|
By:
|
/s/ Vasile Frank Timis
|
|
|
|
Vasile Frank Timis, director
|
|
|
/s/ Vasile Frank Timis
|
|
|
Vasile Frank Timis
|
|
10X CAPITAL VENTURE ACQUISITION CORP. II
|
|||
By:
|
/s/ Hans Thomas
|
||
Name:
|
Hans Thomas
|
||
Title:
|
Chairman and Chief Executive Officer
|
||
GLOBAL COMMODITIES & INVESTMENTS LTD.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
10X CAPITAL VENTURE ACQUISITION CORP. II
|
|||
By:
|
|
||
Name:
|
|||
Title:
|
|||
GLOBAL COMMODITIES & INVESTMENTS LTD.
|
|||
By:
|
/s/ Vasile Timis |
||
Name:
|
VASILE TIMIS
|
||
Title:
|
DIRECTOR
|
1. |
Transfer of Transferred Shares; Related Agreements.
|
4. |
Non-Reliance.
|
TRANSFEROR | |||
Global Commodities & Investments Ltd | |||
Print Name: | |||
Address: | |||
Email: | |||
TRANSFEREE | ||
Vellar Opportunities Fund Master, Ltd. | ||
By: | /s/ Solomon Cohen | |
Name: | Solomon Cohen | |
Title: |
Director
|
|
Address:
|
||
Email:
|
||
COMPANY
|
||
African Agriculture, Inc.
|
||
By:
|
||
Name:
|
||
Title:
|
TRANSFEROR | |||
Global Commodities & Investments Ltd | |||
/s/ Vasile Timis |
|||
Print Name: | VASILE TIMIS |
||
Address: | |||
Email: | |||
TRANSFEREE | |||
Vellar Opportunities Fund Master, Ltd. | |||
By: | |||
Name: | |||
Title: | |||
Address:
|
|||
Email:
|
|||
COMPANY
|
|||
African Agriculture, Inc.
|
|||
By:
|
/s/ Alan Kessler |
||
Name:
|
ALAN KESSLER |
||
Title:
|
CHAIRMAN & CEO |
1. |
For purposes of this Agreement:
|
2. |
Lock-Up Provisions.
|
(i) |
with respect to 5,459,598.33 (five million four hundred fifty-nine thousand five hundred ninety eight and one-third) Lock-Up Shares (the “First Tranche”), no Transfer Restrictions shall apply to the First
Tranche after the expiration of the First Lock-Up Period;
|
(ii) |
during the Second Lock-Up Period, the Transfer Restriction shall expire with respect to an additional 5,459,598.33 (five million four hundred fifty-nine thousand five hundred ninety eight and one-third) Lock-Up
Shares (the “Second Tranche”), upon the date on which the last reported sale price of the Acquiror Common Stock exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period
that commences at least six (6) months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to the First Tranche or the Second Tranche after the expiration of the Second Lock-Up Period);
|
(iii) |
the Transfer Restriction shall expire with respect to an additional 5,459,598.33 (five million four hundred fifty-nine thousand five hundred ninety eight and one- third) Lock-Up Shares (the “Third Tranche”),
upon expiration of the Third Lock- Up Period (for the avoidance of doubt no Transfer Restriction shall apply to any Lock-up Shares after the expiration of the Third Lock-Up Period); and
|
(iv) |
on the date on which post-merger Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of post-merger Company’s stockholders having the
right to exchange their shares for cash, securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares.
|
3. |
Miscellaneous.
|
STOCKHOLDER:
|
||
GLOBAL COMMODITIES & INVESTMENTS LTD
|
||
By:
|
/s/ Vasile Timis | |
Name:Vasile Timis
|
||
Title: Director
|
||
COMPANY:
|
||
AFRICAN AGRICULTURE HOLDINGS INC.
|
||
By:
|
||
Name:
|
||
Title:
|
STOCKHOLDER:
|
||
GLOBAL COMMODITIES & INVESTMENTS LTD
|
||
By:
|
||
Name:Vasile Timis
|
||
Title: Director
|
||
COMPANY:
|
||
AFRICAN AGRICULTURE HOLDINGS INC.
|
||
By:
|
/s/ Alan Kessler | |
Name: ALAN KESSCER
|
||
Title: CHAIRMAN & CEO
|