Sec Form 4 Filing - 10X Capital SPAC Sponsor II LLC @ African Agriculture Holdings Inc. - 2021-08-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person 10X Capital SPAC Sponsor II LLC 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) (Last) (First) (Middle) 1 WORLD TRADE CENTER,, 85TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2021 (Street) NEW YORK, NY10007 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 4,673,261 I See footnote ( 2 ) Common Stock 12/06/2023 J( 4 ) 1,233,167 A 5,906,428 I See footnote ( 2 ) Common Stock 12/06/2023 J( 5 ) 2,289,235 A 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of D erivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 10X Capital SPAC Sponsor II LLC 1 WORLD TRADE CENTER, 85TH FLOOR NEW YORK, NY10007 X 10X Capital Advisors, LLC 1 WORLD TRADE CENTER, 85TH FLOOR NEW YORK, NY10007 X Thomas Hans 1 WORLD TRADE CENTER, 85TH FLOOR NEW YORK, NY10007 X Weisburd David 1 WORLD TRADE CENTER, 85TH FLOOR NEW YORK, NY10007 X Signatures 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

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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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