VCXAU 10X Capital Venture Acquisition Corporation II

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 2, 2024

 

AFRICAN AGRICULTURE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40722		98-1594494
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

445 Park Avenue, Ninth Floor New York, NY		10022
(Address of principal executive offices)		(Zip Code)

 

(212) 745-1164

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		AAGR		Nasdaq Global Market
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share		AAGRW		Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On January 2, 2024, African Agriculture, Inc. (“AFRAG”), a wholly owned subsidiary of African Agriculture Holdings Inc., entered into a multi-year supply agreement with Dr. Kahn, a South Korea based diversified holding company, for the supply of alfalfa (the “Offtake Agreement”). Under the terms of the Offtake Agreement, AFRAG will sell to D. Kahn up to the entirety of the specific production of the 700 hectares that are currently under development.

 

The price for alfalfa purchased by Dr. Kahn shall be equal to a pre-determined benchmark, subject to periodic adjustments. Dr. Kahn will also be required to pay AFRAG various fees in connection with the Offtake Agreement including, without limitation, payment for costs incurred by AFRAG in connection with shipping logistics. Dr. Kahn will be responsible for any costs and expenses incurred upon arrival of the alfalfa in South Korea, including local taxes, duties or other costs associated with clearance through any applicable customs regime, or any costs associated with the unloading of the alfalfa. Payments to AFRAG under the Offtake Agreement are to be made by Dr. Kahn within 30 days of receipt of the applicable bill of lading for each shipment.

 

Each shipment will be subject to a weight, quality and condition inspection at the port of loading, the cost of which is payable by AFRAG. If the quality of the delivered goods do not meet an acceptable standard, Dr. Kahn may, by notification to AFRAG within 5 days from delivery, require AFRAG to replace any such goods or return the cost of such goods if already paid. Alternatively, Dr. Kahn may accept the goods and negotiate an alternative price in good faith.

 

To the extent AFRAG is unable to deliver alfalfa in accordance with a to be agreed-upon schedule, it must arrange a loan to Dr. Khan and delivery of the volume of product required to cover Dr. Kahn’s required consumption until the arrival of the delayed shipment. If AFRAG is unable to meet its obligation to provide such volume of product, Dr. Kahn may purchase the required product from a third party and any related charges will be against the account of AFRAG.

 

AFRAG must provide insurance, at its cost, to cover the value of each delivery plus 2%.

 

The Offtake Agreement may not be terminated without written approval from Dr. Kahn prior to the delivery of 100% of the agreed-upon supply, and may only be amended upon written consent of both parties thereto. In the event of a default by AFRAG, Dr. Kahn may (i) cancel the Offtake Agreement or, at its option, any shipment subject to such default, (ii) request a third party valuation of any product that does not meet applicable standards, and claim the difference from the negotiated price, and/or (iii) require AFRAG to purchase replacement product at the best attainable price. Any disputes under the Offtake Agreement are to be resolved by arbitration under the Arbitration Rules of the DIFC – LCIA Arbitration Centre.

 

 

Item 8.01 Other Events.

 

On January 4, 2024, the Company issued a press release announcing the entry into the Offtake Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

  

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

99.1	–	Pres Release dated January 4, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

Forward-Looking Statements

 

This Current Report on Form 8-K, including the press release filed as Exhibit 99.1, contains forward-looking statements within the meaning of the federal securities laws, which involve substantial risks and uncertainties. Forward-looking statements contained in this Form 8-K include, but are not limited to, statements about our performance under the terms of the Offtake Agreement and the expansion and scaling of our operations in the Korean market and globally. You should not rely upon forward-looking statements as predictions of future events, the outcome of which are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ materially from those described in the forward-looking statements, including those more fully described in our most recent filings with the Securities and Exchange Commission. Forward-looking statements represent our beliefs and assumptions only as of the date such statements are made and we undertake no obligation to update any forward-looking statements, except as required by law.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AFRICAN AGRICULTURE HOLDINGS INC.
Dated: January 8, 2024	By:	/s/ Harry Green
		Name:	Harry Green
		Title:	Chief Financial Officer

 

 

3

 

Exhibit 99.1

 

African Agriculture Announces Multi-Year Supply Agreement
with South Korea-Based Holding Company Dr. Kahn

 

New York, Jan. 04, 2024 (GLOBE NEWSWIRE) -- African Agriculture Holdings Inc. (Nasdaq: AAGR), (“African Agriculture” or “the Company”) a pioneering company operating a commercial-scale alfalfa farm in Senegal and dedicated to food security for the coming century, today announced a multi-year supply agreement with Dr. Kahn, a South Korea based diversified holding company, for the supply of alfalfa to South Korea. Under the terms of the agreement, African Agriculture will supply up to the entirety of the specific production of the 700 hectares that are currently under development. The supply agreement is expected to contribute to 2024 and 2025 revenue.

 

“The scope of this agreement proves out our growth strategy, providing us with a validation by a leading South Korean company, representative of the highest quality control standards in that market,” stated Alan Kessler, Chairman and CEO of African Agriculture. “We have now sold into nine countries in the Economic Community of West African States (ECOWAS) regionally, with additional commercial international shipments to the Gulf. This supply agreement to Asia represents further commercial validation of our pilot program, and we look forward to scaling our production. As a company focused on global food security and sustainability, we are committed to enhancing Africa’s role of feeding the world.”

 

Mr. Lee, the CEO of Dr. Khan commented, “We are excited to partner with African Agriculture to supply market-leading alfalfa hay to the local Korean market for years to come. We continue to witness an increase in demand for alfalfa hay as the fragmented dairy and beef industry improves, requiring necessary nutritional content, and modernizes its operations, necessitating this important relationship with African Agriculture.”

 

About African Agriculture

 

African Agriculture is a pioneering company dedicated to securing food and protein for the coming century. Born out of a global necessity, it focuses on harnessing Africa’s vast agricultural potential. With 60% of the world’s remaining arable land, Africa stands as a powerhouse of untapped resources, offering abundant sunshine, plentiful rain, and fertile soil. African Agriculture’s mission is to optimize yields and harvests, creating sustainable job opportunities for local communities while delivering significant value to its shareholders. To learn more about African Agriculture, Inc., visit: https://africanagriculture.com/.

 

About Dr. Kahn

 

Dr. Khan is a South Korean company leveraging technology to provide health and well-being to the country. Dr. Khan’s origin traces back to the medical industry but has since expanded to include one of Korea’s leading indoor smart farms as well as a platform technology company that powers one of the most comprehensive and far-reaching online marketplaces for local private farms across rural South Korea.

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws, which involve substantial risks and uncertainties. Forward-looking statements contained in this press release include, but are not limited to, statements about our performance under the terms of the supply agreement and the expansion and scaling of our operations in the Korean market and globally. You should not rely upon forward-looking statements as predictions of future events, the outcome of which are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ materially from those described in the forward-looking statements, including those more fully described in our most recent filings with the Securities and Exchange Commission.

 

Forward-looking statements represent our beliefs and assumptions only as of the date such statements are made and we undertake no obligation to update any forward-looking statements, except as required by law.

 

Investor Contact:

 

David Waldman/Ted Ayvas
Crescendo Communications, LLC
Tel: (212) 671-1020
Email: AAGR@Crescendo-IR.com

 

Media Contact:

 

Brigit Hennaman
Rubenstein Public Relations
Email: bhennaman@rubensteinpr.com

 

Company Contact:

 

Maxine Gordon, Head of Academics, Media, and Public Relations
African Agriculture Inc.
Email: mg@africanagriculture.com

 

 

 

 

v3.23.4

Cover	Jan. 02, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 02, 2024
Entity File Number	001-40722
Entity Registrant Name	AFRICAN AGRICULTURE HOLDINGS INC.
Entity Central Index Key	0001848898
Entity Tax Identification Number	98-1594494
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	445 Park Avenue
Entity Address, Address Line Two	Ninth Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	745-1164
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	AAGR
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	AAGRW
Security Exchange Name	NASDAQ

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