SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
African Agriculture Holdings Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
00792J100
(CUSIP Number)
Hans Thomas
1 World Trade Center,
85th Floor
New York, NY 10007
(212) 257-0069
(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)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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 No. 00792J100 |
13D/A |
Page
2 of 12 pages |
| 1 |
Names of Reporting Persons
10X Capital SPAC Sponsor II LLC |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
| 3 |
SEC Use Only
|
| 4
|
Source of Funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items
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
8,347,329 |
|
| 9 |
Sole Dispositive Power
0 |
|
| 10 |
Shared Dispositive Power
8,347,329 |
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,347,329 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
14.4% |
| 14
|
Type of Reporting Person
OO |
| CUSIP No. 00792J100 |
13D/A |
Page
3 of 12 pages |
| 1 |
Names of Reporting Persons
10X Capital Advisors, LLC |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
| 3 |
SEC Use Only
|
| 4
|
Source of Funds (See Instructions)
WC |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
|
| 8 |
Shared Voting Power
8,347,329 |
|
| 9 |
Sole Dispositive Power
0 |
|
| 10 |
Shared Dispositive Power
8,347,329 |
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,347,329 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
14.4% |
| 14
|
Type of Reporting Person
OO |
| CUSIP No. 00792J100 |
13D/A |
Page
4 of 12 pages |
| 1 |
Names of Reporting Persons
Hans Thomas |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
| 3 |
SEC Use Only
|
| 4
|
Source of Funds (See Instructions)
PF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
|
| 8 |
Shared Voting Power
8,347,329 |
|
| 9 |
Sole Dispositive Power
0 |
|
| 10 |
Shared Dispositive Power
8,347,329 |
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,347,329 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
14.4% |
| 14
|
Type of Reporting Person
IN |
| CUSIP No. 00792J100 |
13D/A |
Page
5 of 12 pages |
| 1 |
Names of Reporting Persons
David Weisburd |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
| 3 |
SEC Use Only
|
| 4
|
Source of Funds (See Instructions)
PF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) ☐
|
| 6 |
Citizenship or Place of Organization
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
|
| 8 |
Shared Voting Power
8,347,329 |
|
| 9 |
Sole Dispositive Power
0 |
|
| 10 |
Shared Dispositive Power
8,347,329 |
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,347,329 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
14.4% |
| 14
|
Type of Reporting Person
IN |
| CUSIP No. 00792J100 |
13D/A |
Page
6 of 12 pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (“Amendment
No. 1”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the
“SEC”) on February 15, 2022 (the “Schedule 13D”), relating to the common stock, $0.0001 par value per share (the
“Common Stock”), of African Agriculture Holdings Inc., a Delaware corporation (f/k/a 10X Capital Venture Acquisition Corp.
II, a Cayman Islands corporation) (the “Issuer”). Capitalized terms used herein without definition shall have the meanings
set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 below summarizes certain provisions of the
Merger Agreement (as defined below) that pertain to the securities acquired by the Sponsor. Pursuant to the Merger Agreement, upon consummation
of the Business Combination (as defined below), the Sponsor acquired 4,673,261 shares of Common Stock in exchange for (i) 1,000,000 Class
A ordinary shares (as defined below), (ii) 3,218,261 Class B ordinary shares (as defined below) and (iii) 455,000 Class A ordinary shares
underlying the Placement Units. The Sponsor also acquired 151,666 Warrants (as defined below) for the purchase of Common Stock in exchange
for 151,666 warrants for the purchase of Class A ordinary shares underlying the Placement Units.
In addition, on the Closing Date (as defined below),
the Sponsor was issued from the Issuer (i) 1,233,167 shares of Common Stock in partial satisfaction of obligations under a promissory
note, and (ii) 2,289,235 shares of Common Stock pursuant to the Sponsor agreeing to waive a covenant obligating the Issuer to deliver
to 10X II a duly executed Offtake Agreement (as defined in the Merger Agreement).
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Domestication and Business Combination
On December 5, 2023, pursuant to an Agreement and
Plan of Merger, dated as of November 2, 2022 (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of
January 3, 2023, and that certain Second Amendment to Agreement and Plan of Merger, dated as of November 29, 2023, the “Merger Agreement”),
by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands corporation (“10X II”), 10X AA Merger Sub, Inc., a
Delaware corporation (“Merger Sub”) and African Agriculture, Inc., a Delaware corporation (“AFRAG”), 10X II de-registered
as an exempted company in the Cayman Islands, domesticated as a corporation in the State of Delaware and changed its name to “African
Agriculture Holdings Inc.” (the “Domestication”).
| CUSIP No. 00792J100 |
13D/A |
Page
7 of 12 pages |
In connection with the Domestication, (i) each
issued and outstanding Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”) of the Issuer converted,
on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock, par value
$0.0001 per share of the Issuer (the “Class A Common Stock”), (ii) each issued and outstanding Class B ordinary share, par
value $0.0001 per share (the “Class B ordinary shares”), of the Issuer converted, on a one-for-one basis, into a duly authorized,
validly issued, fully paid and nonassessable share of Class B common stock, par value $0.0001 per share, of the Issuer (the “Class
B Common Stock”), and (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of the Issuer became exercisable
for a whole warrant to purchase one Class A Common Stock beginning 30 days after December 6, 2023 at an exercise price of $11.50 per share
on the terms and conditions set forth in the Issuer’s warrant agreement (the “Warrant”). In connection with clauses
(i), (ii) and (iii) of this paragraph, each issued and outstanding Placement Unit that had not been previously separated into the underlying
Class A ordinary share and the underlying one-third of one Warrant prior to the Domestication was cancelled and entitled the holder thereof
to one share of Class A Common Stock and one-third of one Warrant, with such whole Warrant representing the right to purchase one share
of Class A Common Stock at an exercise price of $11.50 per share.
On December 6, 2023 (the “Closing Date”),
pursuant to the terms of the Merger Agreement, Merger Sub merged with and into AFRAG (the “Merger,” and collectively with
the Domestication and the transactions contemplated in the Merger Agreement, the “Business Combination”), with AFRAG surviving
the Merger as a wholly owned subsidiary of the Issuer. As a result of the Merger, (i) each share of Class A Common Stock automatically
converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Common Stock, (ii) each
share of Class B Common Stock automatically converted, on a one-for-one basis, into a share of Common Stock, (iii) each issued and outstanding
whole Warrant to purchase Class A ordinary shares of the Issuer became exercisable for one whole Warrant to purchase one share of Common
Stock beginning 30 days after the Closing Date at an exercise price of $11.50 per share on the terms and conditions set forth in the Issuer’s
warrant agreement and (iv) each share of common stock of AFRAG issued and outstanding immediately prior to the Closing Date was converted
into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock
equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate
amount of any Company Pre-Closing Financing (as defined in the Merger Agreement) by (ii) ten dollars ($10) by (y) the Aggregate Fully
Diluted Company Shares (as defined in the Merger Agreement).
Sponsor Share Transfers
Prior to the Business Combination, pursuant to
non-redemption agreements entered into by 10X II, the Sponsor and certain investors of 10X II (the “Investors”), the Sponsor
transferred an aggregate of 1,114,067 Class B Ordinary Shares to the Investors in exchange for the Investors’ agreements to extend
the time by which 10X II must complete a business combination, and is committed to transfer 119,100 shares of Common Stock to a certain
Investor at a later date to be determined by the parties.
| CUSIP No. 00792J100 |
13D/A |
Page
8 of 12 pages |
Acquiror Support Agreement
Concurrently with the execution of the Merger Agreement,
10X II entered into the Acquiror Support Agreement (the “Acquiror Support Agreement”) with AFRAG, the Sponsor and the directors
and officers of 10X II (collectively, the “Class B Holders”) pursuant to which the Class B Holders agreed to, among other
things, (i) vote at any meeting or pursuant to any action of written resolution of the shareholders of the Issuer all of their Class B
ordinary shares held of record or thereafter acquired in favor of the Business Combination, the Domestication and the other proposals
in connection therewith and (ii) be bound by certain other covenants and agreements related to the Business Combination, in each case,
on the terms and subject to the conditions set forth in the Acquiror Support Agreement. Additionally, for a period ending six months after
the Closing Date (the “First Lock-up Period”), the Class B Holders shall be subject to a lock-up with respect to all of the
Lock-Up Shares (as defined below), and for a period beginning six months after the Closing Date and ending twelve months after the Closing
Date (the “Second Lock-up Period”) the Class B Holders shall be subject to a lock-up with respect to two-thirds of the Lock-Up
Shares; provided that the lock-up shall expire upon the date on which the last reported sale price of the shares of Common Stock exceeds
$12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period during the Second Lock-up Period.
“Lock-up Shares” means an amount of
shares equal to one-half of the aggregate number of shares of Common Stock held by the Class B Holders immediately following the Closing
Date (excluding the (i) shares of Common Stock underlying (a) the Placement Units issued to the Sponsor in connection with 10X II’s
initial public offering or (b) any Placement Units issued on conversion of Working Capital Loans (as defined in the Acquiror Support Agreement),
(ii) Common Stock acquired after November 3, 2022 in the public market, together with any securities paid as dividends or distributions
with respect to such securities or into which such securities are exchanged or converted; provided that, for the avoidance of doubt, shares
owned by the Class B Holders at the Closing Date, but which have been committed to be delivered following the Closing Date to a third
party, shall not be considered “Lock-up Shares.”
A&R Registration Rights Agreement
On the Closing Date, the Issuer, the Sponsor and
certain stockholders of the Issuer (the “New Holders” and together with the “Existing Holders,” the “Holders”)
entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant
to which, among other things, the Holders shall be granted certain piggyback and shelf registration rights, on the terms and subject to
the conditions therein.
The foregoing descriptions of the Acquiror Support
Agreement and the A&R Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full
text of such agreements, each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
General
The Reporting Persons acquired the securities described
in this Schedule 13D in connection with the closing of the Business Combination and intend to review their investments in the Issuer on
a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice
and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation
of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general
market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other
future developments.
| CUSIP No. 00792J100 |
13D/A |
Page
9 of 12 pages |
The Reporting Persons may acquire additional securities
of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.
In addition, the Reporting Persons may engage in discussions with management, the Issuer’s board of directors, and other securityholders
of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary
corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration
of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or
other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the
board of directors.
To facilitate their consideration of such matters,
the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third
parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements.
The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible
courses of action before forming any intention to pursue any particular plan or direction.
Other than as described above, the Reporting Persons
do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of
Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different
plans or proposals with respect thereto at any time.
| CUSIP No. 00792J100 |
13D/A |
Page
10 of 12 pages |
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) – (b) The following sets forth, as of the date of this Schedule
13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons,
as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the
disposition of, as of the date hereof, based on 57,866,831 shares of Common Stock outstanding as of the date of this filing, as provided
by the Issuer.
| Reporting Person | |
Amount
beneficially
owned | | |
Percent
of class | | |
Sole
power to
vote or to
direct the
vote | | |
Shared
power to
vote or to
direct the
vote | | |
Sole power
to dispose
or to direct
the
disposition | | |
Shared
power to
dispose or to
direct the
disposition | |
| 10X Capital SPAC Sponsor II LLC | |
| 8,347,329 | | |
| 14.4 | % | |
| 0 | | |
| 8,347,329 | | |
| 0 | | |
| 8,347,329 | |
| 10X Capital Advisors, LLC | |
| 8,347,329 | | |
| 14.4 | % | |
| 0 | | |
| 8,347,329 | | |
| 0 | | |
| 8,347,329 | |
| Hans Thomas | |
| 8,347,329 | | |
| 14.4 | % | |
| 0 | | |
| 8,347,329 | | |
| 0 | | |
| 8,347,329 | |
| David Weisburd | |
| 8,347,329 | | |
| 14.4 | % | |
| 0 | | |
| 8,347,329 | | |
| 0 | | |
| 8,347,329 | |
The securities reported herein include (i) 8,195,663
shares of Common Stock and (ii) 151,666 shares of Common Stock underlying the Warrants that are exercisable within 60 days from the date
hereof.
The Sponsor is the record holder of the securities
reported herein. The Manager has the sole voting and dispositive power of the securities held by the Sponsor. Messrs. Thomas and Weisburd
are the managing members of the Manager. As a result of these relationships, each of the foregoing entity and individuals may be deemed
to share beneficial ownership of the securities held of record by the Sponsor.
(c) Except as described in
Items 3 and 4 of this Schedule 13D, during the past 60 days, the Reporting Persons have not effected any transactions with respect to
the Common Stock.
(d) Not applicable.
(e) Not applicable.
| CUSIP No. 00792J100 |
13D/A |
Page
11 of 12 pages |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the
Schedule 13D is hereby amended and supplemented as follows:
Item 4 above summarizes certain provisions
of the Acquiror Support Agreement and the A&R Registration Rights Agreement and is incorporated herein by reference. A copy of each
such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.
Except as set forth herein, the Reporting Persons
do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities
of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting
of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
| CUSIP No. 00792J100 |
13D/A |
Page
12 of 12 pages |
SIGNATURES
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.
Date: December 11, 2023
| |
10X CAPITAL SPAC SPONSOR II LLC |
| |
|
| |
By: |
10X Capital Advisors, LLC, its Manager |
| |
|
|
| |
By: |
/s/ Hans Thomas |
| |
Name: |
Hans Thomas |
| |
Title: |
Managing Member |
| |
|
|
| |
10X CAPITAL ADVISORS, LLC |
| |
|
|
| |
By: |
/s/ Hans Thomas |
| |
Name: |
Hans Thomas |
| |
Title: |
Managing Member |
| |
|
|
| |
/s/ Hans Thomas |
| |
Hans Thomas |
| |
|
|
| |
/s/ David Weisburd |
| |
David Weisburd |
10X Capital Venture Acqu... (NASDAQ:VCXAU)
Historical Stock Chart
From Apr 2024 to May 2024
10X Capital Venture Acqu... (NASDAQ:VCXAU)
Historical Stock Chart
From May 2023 to May 2024
