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Form 4 African Agriculture Hold For: Aug 13 Filed by: Weisburd David

December 8, 2023 9:01 PM EST
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).
1. Name and Address of Reporting Person *
10X Capital SPAC Sponsor II LLC

(Last) (First) (Middle)
1 WORLD TRADE CENTER,
85TH FLOOR

(Street)
NEW YORK NY 10007

(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)
08/13/2021
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 (1) 08/13/2021   P   455,000 A (1) 455,000 I See footnote (2)
Common Stock 05/15/2023   C   1,000,000 A $ 0 1,455,000 I See footnote (2)
Common Stock 12/06/2023   C   3,218,261 A (3) 4,673,261 I See footnote (2)
Common Stock 12/06/2023   J (4)   1,233,167 A (4) 5,906,428 I See footnote (2)
Common Stock 12/06/2023   J (5)   2,289,235 A (5) 8,195,663 I See footnote (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
Warrants $ 11.5 08/13/2021   P   151,666   01/05/2024 12/06/2028 Common Stock 151,666 (1) 151,666 I See footnote (2)
Class B Common Stock (3) 05/15/2023   C     1,000,000   (3)   (3) Common Stock 1,000,000 $ 0 4,332,328 I See footnote (2)
Class B Common Stock (3) 12/06/2023   J (6)     1,114,067 (7)   (3)   (3) Common Stock 1,114,067 (6) 3,218,261 I See footnote (2)
Class B Common Stock (3) 12/06/2023   C     3,218,261   (3)   (3) Common Stock 3,218,261 (3) 0 I See footnote (2)
Explanation of Responses:
1. Upon the consummation of the Issuer's (f/k/a 10X Capital Venture Acquisition Corp. II) initial public offering, 10X Capital SPAC Sponsor II LLC (the "Sponsor") purchased 455,000 private placement units, each of which consists of one Class A ordinary share of the Issuer and one-third of one redeemable warrant to purchase one Class A ordinary share, for a purchase price of $10.00 per unit. In connection with the completion of the Issuer's initial business combination (the "Business Combination") on December 6, 2023, each Class A ordinary share outstanding was automatically converted into shares of the Issuer's Common Stock on a one-to-one basis.
2. The Sponsor is the record holder of the securities reported herein. 10X Capital Advisors, LLC is the manager of the Sponsor (the "Manager"). 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.
3. Upon the completion of the Business Combination, the Class B Common Stock (formerly, the Class B ordinary shares) held of record by the Sponsor were automatically converted into shares of the Issuer's Common Stock on a one-to-one basis.
4. Represents shares issued to the Sponsor by the Issuer pursuant to an obligation set forth in a promissory note.
5. Represents shares issued to the Sponsor by the Issuer pursuant to an agreement to waive a certain merger covenant.
6. Represents a transfer of shares from the Sponsor to certain investors in connection to obligations set forth in non-redemption agreements.
7. Pursuant to non-redemption agreements, the Sponsor committed to transferring a total of 1,233,167 Class B ordindary shares to certain investors parties to such agreements. On December 6, 2023, the Sponsor transferred 1,114,067 Class B ordinary shares, with the remaining 119,100 shares to be transferred at a later date as determined by the parties.
10X Capital SPAC Sponsor II LLC, By: 10X Capital Advisors, LLC, By: /s/ Hans Thomas, Managing Member 12/08/2023
** Signature of Reporting Person Date
10X Capital Advisors, LLC, By: /s/ Hans Thomas, Managing Member 12/08/2023
** Signature of Reporting Person Date
/s/ Hans Thomas 12/08/2023
** Signature of Reporting Person Date
/s/ David Weisburd 12/08/2023
** 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.


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