SC 13G/A
1
ACM_13G_African_Agriculture_.txt
13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AFRICAN AGRICULTURE HOLDINGS INC.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
00792J100
(CUSIP Number)
December 6, 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:
[ ] Rule 13d-1 (b)
[x] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
The remainder of this cover page shall be filled
out for a reporting persons 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).
CUSIP No. 00792J100
1
NAME OF REPORTING PERSON
Atalaya Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
5
SOLE VOTING POWER
5,607,212(1)
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
5,607,212(1)
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
5,607,212(1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
9.69%
12
TYPE OF REPORTING PERSON*
PN
(1)
Consists of 5,607,212 shares of common stock
owned by ACM ARRT L LLC (ACM ARRT). Atalaya
Capital Management LP (ACM) has the power to vote
and direct the disposition of all shares of common
stock held by ACM ARRT, and as a result, may be
deemed to beneficially own the securities held by
ACM ARRT.
1
NAME OF REPORTING PERSON
ACM ARRT L LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
5
SOLE VOTING POWER
5,607,212
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
5,607,212
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
5,607,212
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
9.69%
12
TYPE OF REPORTING PERSON*
OO
CUSIP No. 00792J100
13G
Explanatory Note
Atalaya Capital Management LP and ACM ARRT L LLC
(collectively, the Reporting Persons) initially filed
a Schedule 13G with the Securities and Exchange
Commission on December 15, 2023. The Reporting
Persons are filing this Amendment No. 1 to the
Schedule 13G to include the signature dates with each
of the signatures herein, which were inadvertently
omitted in the initial filing. All other information
contained in the initial Schedule 13G remains
unchanged.
Item 1.
(a)
Name of Issuer: African Agriculture Holdings
Inc.
(b)
Address of Issuers Principal Executive Offices:
445 Park Avenue, Ninth Floor, New York, NY
10022
Item 2.
(a)
Name of Person Filing:
This statement is filed by:
(i) Atalaya Capital Management LP
(ii) ACM ARRT L LLC
(b) Address of Principal Business Office or if none,
Residence:
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
(c)
Citizenship:
Atalaya Capital Management LP - Delaware
ACM ARRT L LLC - Delaware
(d)
Title of Class of Securities: Common stock, par
value $0.0001 per share
(e)
CUSIP Number: 00792J100
Item 3.
Not Applicable
Item
4. Ownership.
(a)
Amount Beneficially Owned:
Atalaya Capital Management LP - 5,607,212. Consists
of 5,607,212 shares of common stock owned by ACM
ARRT. ACM has the power to vote and direct the
disposition of all shares of common stock held by ACM
ARRT, and as a result, may be deemed to beneficially
own the securities held by ACM ARRT.
ACM ARRT L LLC - 5,607,212.
CUSIP No. 00792J100
13G
(b)
Percent of Class:
Atalaya Capital Management LP - 9.69%.
ACM ARRT L LLC - 9.69%
The foregoing percentages are based on 57,866,830
shares of common stock outstanding as disclosed in
the issuers Current Report on Form 8-K filed on
December 12, 2023.
(c)
Number of shares as to which such person has:
(i)
sole power to vote or to direct the vote:
Atalaya Capital Management LP - 5,607,212. Consists
of 5,607,212 shares of common stock owned by ACM
ARRT. ACM has the power to vote and direct the
disposition of all shares of common stock held by ACM
ARRT, and as a result, may be deemed to beneficially
own the securities held by ACM ARRT.
ACM ARRT L LLC - 5,607,212.
(ii)
shared power to vote or to direct the vote:
Atalaya Capital Management LP - 0.
ACM ARRT L LLC - 0
(iii)
sole power to dispose or to direct the
disposition of:
Atalaya Capital Management LP - 5,607,212. Consists
of 5,607,212 shares of common stock owned by ACM
ARRT. ACM has the power to vote and direct the
disposition of all shares of common stock held by ACM
ARRT, and as a result, may be deemed to beneficially
own the securities held by ACM ARRT.
ACM ARRT L LLC - 5,607,212.
(iv)
shared power to dispose or to direct the
disposition of:
Atalaya Capital Management LP - ?0.
ACM ARRT L LLC - 0
CUSIP No. 00792J100
13G
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 5 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
Subsidiary Which Acquired the Securities: Not
Applicable
Item 8.
Identification and Classification of Members
of the Group: Not Applicable
Item 9.
Notice of Dissolution of Group: Not Applicable
Item 10.
Certifications: 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,
other than activities solely in connection
with a nomination under 240.14a-11.
CUSIP No. 00792J100
13G
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.
December 15, 2023
ATALAYA CAPITAL
MANAGEMENT LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title:Authorized Signatory
ACM ARRT L LLC
By:/s/ Drew Phillips
Name:Drew Phillips
Title:Authorized Signatory
The original statement shall be signed by each person
on whose behalf the statement is filed or his
authorized representative. If the statement is signed
on behalf of a person by his authorized
representative other than an executive officer or
general partner of the filing person, evidence of the
representatives authority to sign on behalf of such
person shall be filed with the statement, Provided,
however, That a power of attorney for this purpose
which is already on file with the Commission may be
incorporated by reference. The name and any title of
each person who signs the statement shall be typed or
printed beneath his signature.
CUSIP No. 00792J100
13G
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the undersigned
agree to the joint filing on behalf of each of them
of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the shares of
Common stock, par value $0.0001 per share, of African
Agriculture Holdings Inc., a Delaware corporation,
and further agree that this Joint Filing Agreement
shall be included as an Exhibit to such joint
filings.
The undersigned further agree that each party hereto
is responsible for the timely filing of such
Statement on Schedule 13G and any amendments thereto,
and for the accuracy and completeness of the
information concerning such party contained therein;
provided, however, that no party is responsible for
the accuracy or completeness of the information
concerning any other party, unless such party knows
or has reason to believe that such information is
inaccurate.
This Joint Filing Agreement may be signed in
counterparts with the same effect as if the signature
on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed
this agreement as of December 15, 2023.
ATALAYA CAPITAL
MANAGEMENT LP
By: /s/ Drew Phillips
Name:Drew Phillips
Title:Authorized Signatory
ACM ARRT L LLC
By: /s/ Drew Phillips
Name:Drew Phillips
Title:Authorized Signatory
