SEC Form SC 13G filed by 10X Capital Venture Acquisition Corp. II
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
AFRICAN AGRICULTURE HOLDINGS INC.
| (Name of Issuer) |
|
Common stock, par value $0.0001 per share |
| (Title of Class of Securities) |
00792J100 |
| (CUSIP Number) |
|
|
| December 14, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 00792J100
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SCHEDULE 13G
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Page 2
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Vellar Opportunities Fund Master, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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||
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6
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SHARED VOTING POWER
5,750,000
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
5,750,000
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.94%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 00792J100
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SCHEDULE 13G
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Page 3
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Cohen & Company LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
5,750,000
|
|||
|
7
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SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
5,750,000
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.94%
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|||
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12
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TYPE OF REPORTING PERSON
OO, HC
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CUSIP No. 00792J100
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SCHEDULE 13G
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Page 4
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Cohen & Company Inc.
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
5,750,000
|
|||
|
7
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SOLE DISPOSITIVE POWER
0
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|||
|
8
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SHARED DISPOSITIVE POWER
5,750,000
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.94%
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|||
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12
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TYPE OF REPORTING PERSON
CO, HC
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CUSIP No. 00792J100
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SCHEDULE 13G
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Page 5
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Lester Brafman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
5,750,000
|
|||
|
7
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SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
5,750,000
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.94%
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|||
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP
No. 00792J100
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SCHEDULE 13G
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Page 6
of 11 Pages
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| Item 1. | (a) Name of Issuer |
AFRICAN AGRICULTURE HOLDINGS INC.
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
445 Park Avenue, Ninth Floor
New York, NY 10022
| Item 2. | (a) Name of Persons Filing: |
Vellar Opportunities Fund Master, Ltd.
Cohen & Company LLC
Cohen & Company Inc.
Lester Brafman
| Item 2. | (b) Names of Person Filing, Address of Principal Business Office, Citizenship: |
Vellar Opportunities Fund Master, Ltd.
3 Columbus Circle, Suite 2400
New York, New York 10019
Cayman Islands
Cohen & Company LLC
3 Columbus Circle, Suite 2400
New York, New York 10019
United States
Cohen & Company Inc.
3 Columbus Circle, Suite 2400
New York, New York 10019
United States
Lester Brafman
c/o Cohen & Company Inc.
3 Columbus Circle, Suite 2400
New York, New York 10019
United States
| Item 2. | (c) Citizenship: |
Vellar Opportunities Fund Master, Ltd. – Cayman Islands
Cohen & Company LLC – Delaware, United States
Cohen & Company Inc. – Delaware, United States
Lester Brafman – United States
| Item 2. | (d) Title of Class of Securities |
Common stock, par value $0.0001 per share
| Item 2. | (e) CUSIP No.: |
00792J100
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CUSIP No. 00792J100
|
SCHEDULE 13G
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Page 7
of 11 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP
No. 00792J100
|
SCHEDULE 13G
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Page
8 of 11 Pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Vellar Opportunities Fund Master, Ltd.
(a) Amount beneficially owned: 5,750,000
(b) Percent of class: 9.94%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 5,750,000
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 5,750,000
Cohen & Company, LLC
(a) Amount beneficially owned: 5,750,000
(b) Percent of class: 9.94%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 5,750,000
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 5,750,000
Cohen & Company Inc.
(a) Amount beneficially owned: 5,750,000
(b) Percent of class: 9.94%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 5,750,000
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 5,750,000
Lester Brafman:
(a) Amount beneficially owned: 5,750,000
(b) Percent of class: 9.94%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 5,750,000
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 5,750,000
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Please see Exhibit II attached hereto.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 00792J100
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SCHEDULE 13G
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Page
9 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 22, 2023
Vellar Opportunities Fund Master, Ltd. | |||
| By: | /s/ Solomon I. Cohen | ||
| Solomon I. Cohen, Director | |||
Cohen & Company LLC | |||
| By: | /s/ Joseph Pooler | ||
| Joseph Pooler, Chief Financial Officer | |||
Cohen & Company Inc. | |||
| By: | /s/ Lester Brafman | ||
| Lester Brafman, Chairman of the Board of Directors | |||
| By: | /s/ Lester Brafman | ||
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CUSIP No. 00792J100
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SCHEDULE 13G
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Page 10
of 11 Pages
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint Acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: December 22, 2023
Vellar Opportunities Fund Master, Ltd. | |||
| By: | /s/ Solomon I. Cohen | ||
| Solomon I. Cohen, Director | |||
Cohen & Company LLC | |||
| By: | /s/ Joseph Pooler | ||
| Joseph Pooler, Chief Financial Officer | |||
Cohen & Company Inc. | |||
| By: | /s/ Lester Brafman | ||
| Lester Brafman, Chairman of the Board of Directors | |||
| By: | /s/ Lester Brafman | ||
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CUSIP No. 00792J100
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SCHEDULE 13G
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Page 11
of 11 Pages
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Exhibit II
Cohen & Company, LLC is the relevant entity for which Mr. Brafman may be considered a control person.