SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Global Commodities & Investments Ltd.
(Last) (First) (Middle)
90 NORTH CHURCH STREET, 2ND FLOOR
(Street)
GEORGE TOWN E9
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
African Agriculture Holdings Inc. [ AAGR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/06/2023 J(1) 11,701,250 A (1) 28,080,047 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Global Commodities & Investments Ltd.
(Last) (First) (Middle)
90 NORTH CHURCH STREET, 2ND FLOOR
(Street)
GEORGE TOWN E9
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Timis Vasile
(Last) (First) (Middle)
C/O GLOBAL COMMODITIES & INVESTMENTS LTD
90 NORTH CHURCH STREET, 2ND FLOOR
(Street)
GEORGE TOWN E9
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents the acquisition from the Issuer of newly-issued shares of Common Stock under the terms of a Share Issuance Agreement by and between the reporting person and the Issuer. There was no cash purchase price for the shares, which were issued as an inducement for the reporting person to transfer certain shares, prior to the consummation of a business combination of the Issuer with African Agriculture, Inc., as required pursuant to that certain Cash-Settled Equity Derivative Transaction agreement by and between the Issuer and Vellar Opportunities Fund Master, Ltd.
2. Global Commodities & Investments Ltd. ("Global") is the record holder of the securities reported herein. Vasile Frank Timis is the majority holder of Global and has voting and dispositive power with respect to the shares held by Global. Mr. Timis disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
Remarks:
Exhibit 99.1 - Joint Filer Information Exhibit 99.2 - Joint Filing Agreement
Global Commodities & Investments Ltd by: /s/ Vasile Frank Timis, Director 03/15/2024
/s/ Vasile Frank Timis 03/15/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 99.1
 
Joint Filer Information
 
Name of Joint Filer:
Global Commodities & Investments Ltd.

 
 

Address of Joint Filer:
90 North Church Street, 2nd Floor
George Town, Grand Cayman

 
 

Relationship of Joint Filer to Issuer:
10% Owner

 
 

Issuer Name and Ticker or Trading Symbol:
African Agriculture Holdings Inc. [AAGR]

 
 

Date of Event Requirement Statement (Month/Day/Year):
12/6/2023
       

 
 

Name of Joint Filer:
Vasile Frank Timis

 
 

Address of Joint Filer:
c/o Global Commodities & Investments Ltd.

90 North Church Street, 2nd Floor

George Town, Grand Cayman

 
 

Relationship of Joint Filer to Issuer:
10% Owner

 
 

Issuer Name and Ticker or Trading Symbol:
African Agriculture Holdings Inc. [AAGR]

 
 

Date of Event Requirement Statement (Month/Day/Year):
12/6/2023

 
 


Exhibit 99.2

JOINT FILING AGREEMENT
 
The undersigned acknowledge and agree that the foregoing Statement on Form 4 is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Form 4 may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
Date: March 15, 2024

Global Commodities & Investments Ltd.



By:
/s/ Vasile Frank Timis
  

 
Vasile Frank Timis, director
     

/s/ Vasile Frank Timis          
  

Vasile Frank Timis


Exhibit 99.1
 
Joint Filer Information
 
Name of Joint Filer:
Global Commodities & Investments Ltd.

 
 

Address of Joint Filer:
90 North Church Street, 2nd Floor
George Town, Grand Cayman

 
 

Relationship of Joint Filer to Issuer:
10% Owner

 
 

Issuer Name and Ticker or Trading Symbol:
African Agriculture Holdings Inc. [AAGR]

 
 

Date of Event Requirement Statement (Month/Day/Year):
12/6/2023
       

 
 

Name of Joint Filer:
Vasile Frank Timis

 
 

Address of Joint Filer:
c/o Global Commodities & Investments Ltd.

90 North Church Street, 2nd Floor

George Town, Grand Cayman

 
 

Relationship of Joint Filer to Issuer:
10% Owner

 
 

Issuer Name and Ticker or Trading Symbol:
African Agriculture Holdings Inc. [AAGR]

 
 

Date of Event Requirement Statement (Month/Day/Year):
12/6/2023

 
 


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