10X Capital Venture Acquisition Corp. II (“
10X
II”) (NASDAQ:VCXA), a publicly traded special purpose
acquisition company, announced today that it has completed its
previously announced merger with African Agriculture, Inc., a
global food security company operating a commercial-scale alfalfa
farm on the African continent.
The transaction was approved by 10X II’s shareholders at an
extraordinary general meeting held on December 5, 2023. In
connection with the closing, 10X II changed its name to “African
Agriculture Holdings Inc.” (“African
Agriculture”). Commencing December 7, 2023, African
Agriculture’s common stock and warrants are expected to begin
trading on the Nasdaq Global Market under the ticker symbols “AAGR”
and “AAGRW”.
Each holder of 10X II ordinary shares outstanding and for which
redemption was not requested, will, pursuant to the business
combination, have each owned ordinary share converted into 1 share
of African Agriculture’s common stock and will receive an
additional 0.39556 shares of African Agriculture’s common stock. As
a result, the public holders of the 262,520 10X II Class A ordinary
shares will receive an additional 103,842 shares for a total of
approximately 366,362 shares of African Agriculture’s common
stock.
African Agriculture’s Chief Executive Officer,
Alan Kessler, will ring the Nasdaq Opening Bell at 9:30 a.m. ET on
December 7, 2023, in a celebration of African Agriculture’s public
trading debut. Upon listing, African Agriculture will be the first
pure-play U.S.-listed agriculture company operating in Africa.
African Agriculture manages extensive farmland
in West Africa, including an alfalfa farm it currently operates on
approximately 750 acres out of a total of 62,000 acres of dedicated
farmland in Senegal. Alfalfa was a $21 billion global market in
2021. African Agriculture is on a mission to provide food security
to farmers and consumers globally, ensuring access to feedstock,
dairy, and animal protein and believes that this transaction will
put them in a strategic position to achieve that goal.
African Agriculture will be led by CEO Alan
Kessler, who has over 25 years as an operator, advisor, and
investor in commodities and emerging markets, having led IPOs for
multiple African commodity companies. Harry Green, African
Agriculture’s CFO, brings decades of multi-industry experience, in
senior investment, corporate finance, and accounting roles.
African Agriculture’s board of directors
includes Orim Graves, CFA, Executive Director of the National
Association of Securities Professionals and former Chief Investment
Officer for the City of Philadelphia Board of Pensions and
Retirement; Russell Read, former Chief Investment Officer of
CalPERS, the Alaska Permanent Fund, and the Gulf Investment
Corporation; Ambassador Modest Jonathan Mero, the outgoing
Ambassador of the United Republic of Tanzania to the United
Nations; Daphne Michelle Titus, a career member of the United
States Department of State Senior Foreign Service and one of the
State Department’s premier Africanists; Ambassador (ret) Bisa
Williams, Senior Fellow at Yale University’s Jackson Institute for
Global Affairs and former U.S. Ambassador to Niger under President
Barack Obama; and Osman Ahmed, Managing Director and Head of
Private Equity at 10X Capital.
Hans Thomas, Chairman and CEO of 10X Capital Venture Acquisition
Corp. II, stated, “We are excited to complete the merger with
African Agriculture and bring a pure-play Africa listing to the
U.S. public markets. According to current World Bank data,
approximately 60% of the world’s arable land is in Africa yet it
only represents 4% of the world's food production. We believe
African Agriculture is extremely well positioned to capitalize on
the growing global demand for alfalfa and other key agricultural
goods that can be cost-effectively produced in Africa. African
Agriculture brings an exceptional management team with decades of
experience on the African continent, in spheres of agronomy,
financing, management, auditing and systems management, farming
management, farming operations, agriculture, aquaculture,
commercial operations, export and diplomacy, making the team well
suited to execute on the vision of establishing the company as a
leading player in the African and global agricultural markets.”
Alan Kessler, the Chairman & CEO of African Agriculture,
stated, “We are excited to embark on the next phase of our journey
as a listed company on Nasdaq. Leading up to this transaction, we
initially secured 25,000 hectares of farmland, or approximately
62,000 acres, in Senegal, one of the most stable countries in
Africa. Considerable effort has been expended on preparing the land
for commercial operations, including ensuring the integrity of the
water channels and other water assets, as well as conducting soil
analysis and feasibility studies. We then began preparing the soil,
land, pivots, irrigation, and infrastructure to begin our alfalfa
program, which was successfully launched in early 2022 across 750
acres. As a result, we believe we have developed a highly efficient
and scalable operation, poised to capture a meaningful share of the
global alfalfa market, as we increase production on our existing
farmland over the next 2-3 years. In addition, we look forward to
extending our operations into other agricultural goods, as well as
expanding our geographic footprint on the African continent. Most
importantly, we are committed to supporting the local community
through sustainable land development, employment, health programs,
infrastructure development, educational support, and much
more.”
“In terms of responsibility, as a primary
farming company dedicated to food security and precision
agriculture on the African continent, we intend to grow with
sustainable water, power and inputs, creating jobs and development,
alongside our communities, while maintaining the highest governance
principles, as a private sector company focused on shareholder
value. In terms of opportunity, Africa is home to 8 of the world’s
top 10 fastest growing cities, with the population of the continent
expected to jump to 2.5 billion people by 2050. Nevertheless,
exposure by institutional investors in Africa, excluding South
Africa, is under-indexed, as defined by Morgan Stanley’s emerging
market index. Driving investment into the African continent is a
priority” concluded Mr. Kessler.
About 10X Capital10X Capital is an alternative
asset management firm leveraging advancements in data analytics
& AI to generate signals, deliver insights, and drive returns
across asset classes. 10X Capital is amongst the most active
venture capital firms globally, aligning Wall Street, Main Street
& Silicon Valley by bringing institutional capital &
strategies to high growth ventures & income opportunities in
both private & public markets. For more information, visit
https://www.10XCapital.com/.
About African AgricultureAfrican 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/.
Financial and Legal
Advisors
Latham & Watkins LLP is legal counsel
to 10X II. Morrison Cohen LLP is legal counsel to African
Agriculture.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. We intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”) and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements
contained in this press release other than statements of historical
fact, including without limitation, statements regarding services
offered by African Agriculture and the markets in which African
Agriculture intends to operate, business strategies, industry
environment, potential growth opportunities, the effects of
regulations and African Agriculture’s projected future results.
Words such as “expect”, “poised”, “estimate”, “project”, “budget”,
“forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”,
“should”, “believes”, “predicts”, “potential”, “continue”, and
similar expressions (including the negative versions of such words
or expressions) are intended to identify forward-looking
statements, though not all forward-looking statements use these
words or expressions.
Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
neither promises nor guarantees, but involve known and unknown
risks, uncertainties and other important factors that may cause
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by forward-looking statements, including but
not limited to: (i) the effect of the business combination on
African Agriculture’s business relationships, performance, and
business generally; (ii) risks that the business combination
disrupts current plans of African Agriculture and potential
difficulties in African Agriculture employee retention as a result
of the business combination; (iii) the outcome of any legal
proceedings that may be instituted against African Agriculture;
(iv) the ability to maintain the listing of African
Agriculture’s securities on Nasdaq; (v) the price of African
Agriculture’s securities, including volatility resulting from
changes in the competitive and highly regulated industries in which
African Agriculture operates, variations in performance across
competitors, changes in laws and regulations affecting African
Agriculture’s business and changes in the capital structure;
(vi) the ability to implement business plans, forecasts, and
other expectations after the completion of the business
combination, and identify and realize additional opportunities and
expansions; and (vii) the impact of fluctuations in agricultural
commodity prices and related costs, as well as global demand for
African Agriculture’s products based on end-demand for crops,
supply and quality issues, or any other reason; (viii) African
Agriculture’s reliance upon irrigation systems, public water
sources and other resources subject to regulatory control by
foreign governments; (ix) the international nature of African
Agriculture’s business, including adverse trade policies, changes
in laws, inflation, exchange controls, and civil or political
instability; and (x) risks related to adverse weather conditions,
including as a result of climate change, affecting the quality and
price of agricultural products. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the definitive
proxy statement/prospectus filed by 10X II in connection with the
business combination, including those under “Risk Factors” therein,
and other documents filed by 10X II and African Agriculture from
time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements.
Investor Relations:David
Waldman/Ted AyvasCrescendo Communications, LLC Tel: (212)
671-1020Email: AAGR@Crescendo-IR.com
Media Relations:Brigit Hennaman
Rubenstein Public Relations Email: bhennaman@rubensteinpr.com
Company Contact:Maxine Gordon,
Head of Academics, Media, and Public RelationsAfrican Agriculture
Holdings Inc.Email: mg@africanagriculture.com
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