African Agriculture Holdings Inc.: M&A transaction — African Agriculture Holdings completes de-SPAC merger with AFRAG; 57.9M shares outstanding

African Agriculture Holdings Inc.

Closing Dec 6, 2023; 1.86M shares redeemed at ~$10.62/share for $19.7M; trust balance ~$2.9M.
Post-close: 57.87M common shares, 6.88M warrants; AAGR and AAGRW began trading Dec 7 on Nasdaq.
New board (7 members) and executives: CEO Alan Kessler, CFO Harry Green; six independent directors.
Lock-up agreements: all shares locked for 6 months; one-third released at 6-12 months; registration rights filed within 30 days.
Incentive Plan approved; $300k bonus for AFDG and $400k for Harry Green recharacterized as retention bonuses payable by Aug 2024.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

African Agriculture Holdings Inc.: Certificate of Incorporation became effective on December 6, 2023, reflecting amendments proposed by Charter Proposal (effective 2023-12-06).

Change: charter amendment
Effective: 2023-12-06

Exact text from the filing

The Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on December 6, 2023, includes the amendments proposed by the Charter Proposal.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

African Agriculture Holdings Inc.: Board adopted new Bylaws effective December 6, 2023, replacing prior bylaws (effective 2023-12-06).

Change: bylaw amendment
Effective: 2023-12-06

Exact text from the filing

On December 6, 2023, the Board adopted the Bylaws, which became effective on that date.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

African Agriculture Holdings Inc.: Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-12-06).

Change: code of ethics
Effective: 2023-12-06

Exact text from the filing

in connection with the Business Combination, on December 6, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

African Agriculture Holdings Inc.: As a result of the Business Combination, the registrant ceased to be a shell company as of the Closing on December 6, 2023 (effective 2023-12-06).

Change: shell status
Effective: 2023-12-06

Exact text from the filing

On December 6, 2023, as a result of the Business Combination, 10X II ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

African Agriculture Holdings Inc. completed an acquisition involving African Agriculture, Inc. (AFRAG) for At Closing, each share of common stock of AFRAG issued and outstanding immediately prior to the Closing was automatically converted into the right to receive th (closed 2023-12-06).

Action: acquisition
Counterparty: African Agriculture, Inc. (AFRAG)
Consideration: At Closing, each share of common stock of AFRAG issued and outstanding immediately prior to the Closing was automatically converted into the right to receive th
Closing: 2023-12-06

Exact text from the filing

On December 6, 2023 (the " Closing Date "), African Agriculture Holdings Inc. (f/k/a 10X Capital Venture Acquisition Corp. II) (the " Company ") consummated the previously-announced transactions (collectively, the " Business Combination ") pursuant to that certain Agreement and Plan of Merger, dated 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 (as further amended from time to time the " Merger Agreement "), by and among the Company, African Agriculture, Inc. (" AFRAG "), and 10X AA Merger Sub, Inc. (" Merger Sub ").

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Source: SEC EDGAR

accession 0001213900-23-095140

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