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African Agriculture | SC 13D: Statement of acquisition of beneficial ownership by individuals-Global Commodities & Investments Ltd.(48.5%),Vasile Frank Timis(48.5%)

SEC announcement ·  Mar 15 21:22
Summary by Moomoo AI
On December 6, 2023, African Agriculture Holdings Inc. (African Agriculture) underwent a significant corporate restructuring involving a merger and a series of related transactions. The company, previously known as 10X Capital Venture Acquisition Corp. II, completed a merger with African Agriculture, Inc. (AFRAG), resulting in AFRAG becoming a wholly owned subsidiary of African Agriculture Holdings Inc. This business combination was part of a Merger Agreement dated November 2, 2022, which included amendments leading up to the closing date. As part of the merger, shares of AFRAG were converted into shares of African Agriculture Holdings Inc. Global Commodities & Investments Ltd. and Vasile Frank Timis, who jointly filed the Schedule 13D with the SEC, received an aggregate of 16,378,797 shares of Common Stock of the Issuer pursuant to the...Show More
On December 6, 2023, African Agriculture Holdings Inc. (African Agriculture) underwent a significant corporate restructuring involving a merger and a series of related transactions. The company, previously known as 10X Capital Venture Acquisition Corp. II, completed a merger with African Agriculture, Inc. (AFRAG), resulting in AFRAG becoming a wholly owned subsidiary of African Agriculture Holdings Inc. This business combination was part of a Merger Agreement dated November 2, 2022, which included amendments leading up to the closing date. As part of the merger, shares of AFRAG were converted into shares of African Agriculture Holdings Inc. Global Commodities & Investments Ltd. and Vasile Frank Timis, who jointly filed the Schedule 13D with the SEC, received an aggregate of 16,378,797 shares of Common Stock of the Issuer pursuant to the terms of the Business Combination. Additionally, a Cash-Settled Equity Derivative Transaction (CSED) was agreed upon on November 29, 2023, which required Global to transfer a portion of AFRAG shares to Vellar Opportunities Fund Master, Ltd. In exchange, Global was issued 11,701,250 shares of Common Stock of the Issuer after the merger. A Lock-Up Agreement was also entered into, restricting the transfer of shares held by Global post-merger. The Reporting Persons, Global and Mr. Timis, now hold a 48.5% beneficial ownership in African Agriculture Holdings Inc., representing a substantial stake in the company. The Reporting Persons may engage in discussions with management or other stakeholders regarding potential corporate transactions or changes to the company's structure or strategy.

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