UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~ 8May 7, 2024

AFRICAN AGRICULTURE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40722		98-1594494
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

445 Park Avenue, Ninth Floor
New York, NY

10022

(Address of principal executive offices)

(Zip Code)

(212) 745-1164

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	AAGR	Nasdaq Global Market
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share	AAGRW	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

~~Resignation~~On ofMay ~~Alan~~7, ~~Kessler~~2024, African Agriculture Holdings Inc. (the “Company”) received written notice from Nasdaq notifying it that, for the ~~Board~~30 consecutive business days prior to the date of ~~Directors;~~the ~~Appointment~~Letter, the Company’s Market Value of ~~Michael~~Publicly ~~Rhodes~~Held toShares ~~the~~(“MVPHS”) ~~Board~~was below the minimum of ~~Directors~~$1 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(5).

~~Effective~~The asnotice ofhas ~~April~~no 8,immediate ~~2024,~~impact ~~Alan~~on ~~Kessler~~the ~~resigned~~listing ~~and~~of ~~stepped~~the ~~down~~Company’s ~~from~~common ~~the~~stock ~~Board~~and ofwarrants, ~~Directors~~which ~~(the~~will ~~“Board”)~~continue ofto ~~African~~be ~~Agriculture~~listed ~~Holdings,~~and ~~Inc.~~trade ~~(the “Company”).~~on ~~Mr.~~Nasdaq ~~Kessler~~subject to the Company’s continued ~~decision~~compliance towith ~~resign~~the ~~was~~other ~~not~~listing ~~due~~requirements toof ~~any~~the ~~disagreements~~Nasdaq ~~with~~Listing ~~the~~Rules. The Company’s onsecurities ~~any~~will ~~matter~~have ~~relating~~an added toindicator ~~the~~on ~~Company’s~~NASDAQ.com ~~operations,~~indicating ~~policies~~that orit ~~practices~~is non-compliant.

ToIn ~~fill~~accordance ~~the~~with ~~vacancy~~Nasdaq onListing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until November 3, 2024, to regain compliance. The Letter notes that to regain ~~Board~~compliance, asthe Company’s MVPHS must close at or above $1 million for a ~~result~~minimum of Mrten consecutive business days during the compliance period. ~~Kessler~~The Company intends to actively monitor the Company’s ~~resignation~~MVPHS between now and November 3, 2024, and may, if appropriate, evaluate available options to resolve the ~~Board~~deficiency ~~appointed~~and Mrregain compliance with the MVPHS requirement. ~~Michael~~While ~~Rhodes~~the Company is exercising diligent efforts to ~~serve~~maintain the listing of its securities on Nasdaq, there can be no assurance that the ~~Board,~~Company ~~effective~~will ~~April~~be ~~22,~~able to regain or maintain ~~2024~~compliance with Nasdaq listing standards.

~~There~~In the event the Company does not evidence compliance with the MVPHS requirement during the 180-day grace period, it is noexpected ~~arrangement~~that orNasdaq would notify the Company ~~understanding~~that ~~between~~its Mrsecurities are subject to delisting. ~~Rhodes~~At such time, the Company may appeal such determination to a Nasdaq Hearings Panel (the “Panel”) and ~~any~~it ~~other~~is ~~persons~~expected ~~pursuant~~that the Company’s securities would continue to ~~which~~be Mrlisted and available to trade on Nasdaq at least pending the completion of the appeal process. ~~Rhodes~~There ~~was~~can ~~selected~~be asno aassurance ~~director~~that any such appeal would be successful or that the Company would be able to evidence compliance with the terms of any extension that may be granted by the Panel.

~~Separation~~Forward ~~Agreement~~Looking ~~with~~Statements ~~Mr. Kessler~~

OnThis ~~April~~Current Report on Form 8,-K includes ~~2024,~~“forward-looking statements” within the ~~Board approved~~meaning aof ~~Resignation~~the ~~and~~safe ~~General~~harbor ~~Release~~provisions ~~Agreement~~of (the ~~“Resignation~~United ~~Agreement”)~~States byPrivate ~~and~~Securities Litigation ~~among~~Reform Act of 1995. Certain of these forward-looking statements can be identified by the ~~Company,~~use ~~African~~of ~~Agriculture~~words such as “believes,” ~~Inc.~~“expects,” (“AAintends,”) “plans,” ~~African~~“estimates,” ~~Discovery~~“assumes,” ~~Group~~“may,” “should,” ~~Inc.~~“will,” (“~~African~~seeks,” ~~Discovery~~or ~~Group”)~~other ~~and~~similar Mrexpressions. ~~Kessler.~~Such ~~Pursuant~~statements are subject to ~~the~~certain ~~Resignation~~risks ~~Agreement,~~and ~~African~~uncertainties ~~Discovery~~that ~~Group~~may cause the Company’s ~~engagement~~actual ~~with~~results to differ from the ~~Company~~expectations ~~terminated~~expressed ~~effective~~in asthe ~~April~~forward-looking 8,statements. There ~~2024~~can (be no assurance that the ~~“Resignation~~Company ~~Date”)~~will achieve such expectations, ~~and~~ ~~Mr.~~including ~~Kessler~~regaining ~~resigned~~compliance ~~from~~with ~~his~~the ~~roles~~MVPHS asrequirement ~~both~~during any ~~Executive~~compliance ~~Chairman~~period ofor in the ~~Board~~future, ~~and~~otherwise asmeeting aNasdaq ~~member~~compliance ofstandards, ~~the~~being ~~Board~~granted ~~also~~by ~~effective~~Nasdaq asany ofrelief ~~the~~from delisting ~~Resignation~~as ~~Date.~~necessary, Mror ultimately meeting applicable Nasdaq requirements for any such relief. ~~Kessler~~The ~~had~~forward-looking ~~previously~~statements ~~resigned~~contained ~~from~~in ~~his~~this report ~~role~~speak only as ~~Chief~~of ~~Executive~~the ~~Officer~~date of this report and the Company onundertakes ~~January~~no ~~31,~~obligation ~~2024.~~to ~~African Discovery~~publicly ~~Group~~update ~~will~~any beforward-looking ~~entitled~~ statements to ~~the~~reflect ~~following~~changes ~~benefits~~in information, events or circumstances after the ~~Resignation~~date ~~Agreement~~of ~~becomes~~this ~~effective:~~report, unless required by law.

● $330,000 payable in a single lump sum on the earlier to occur of (i) the date Company achieves a capital raise of at least $5,000,000 in a single transaction or series of related transactions following the Resignation Date, or (ii) December 31, 2024 (such earlier date, the “Deadline”); provided, that, the Board may elect, in its sole discretion, (x) to pay such amount in installments, so long as it is paid in full no later than the Deadline, and/or (y) to pay all or any portion of such amount to Kessler in his individual capacity by the Deadline in the form of shares of common stock of the Company having a fair market value equal to the value of the portion of the $330,000 payment so elected to be paid in common stock, as determined by the Board based on the closing share price of the Company’s common stock on the applicable payment date; and subject, in each case, to the Company’s ability to make such payment without jeopardizing the ability of the Company to continue as a going concern under Treasury Regulation Section 1.409A-1(b)(4)(ii);SIGNATURE

●Pursuant ~~vesting~~to inthe ~~full~~requirements of the ~~all~~Securities ~~outstanding~~Exchange ~~restricted~~Act ~~stock~~of ~~units~~1934, ~~held~~the byregistrant ~~African~~has ~~Discovery~~duly ~~Group~~caused asthis ofreport to be signed on its behalf by the ~~Resignation~~undersigned ~~Date;~~hereunto duly ~~and~~authorized.

● a general release of claims by the Company and AA in favor of African Discovery Group (with certain limited exceptions).

	AFRICAN AGRICULTURE HOLDINGS INC.

Dated: May 13, 2024	By:	/s/ Harry Green
		Name:	Harry Green
		Title:	Chief Financial Officer

Mr. Kessler will be entitled to the following benefits after the Resignation Agreement becomes effective:

● vesting in full of all outstanding restricted stock units held by Mr. Kessler as of the Resignation Date; and

● a general release of claims by the Company and AA in favor of Mr. Kessler (with certain limited exceptions).

In exchange for the payments and benefits to African Discovery Group and Mr. Kessler, African Discovery Group and Mr. Kessler will release the Company and AA from any and all claims (with certain limited exceptions).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1		Resignation and General Release Agreement by and among the Company, African Agriculture, Inc., African Discovery Group, Inc. and Alan Kessler, dated April 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AFRICAN AGRICULTURE HOLDINGS INC.
Dated: April 12, 2024	By:	/s/ Harry Green
		Name:	Harry Green
		Title:	Chief Financial Officer

Filing Compare · African Agriculture Holdings Inc.