SC 13G 1 cohenco-aagr121423.htm

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).

CUSIP No.  00792J100

SCHEDULE 13G

Page 2 of 11 Pages

1

NAME OF REPORTING PERSONS

Vellar Opportunities Fund Master, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,750,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,750,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,750,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.94%

12

TYPE OF REPORTING PERSON

CO

CUSIP No.  00792J100

SCHEDULE 13G

Page 3 of 11 Pages

1

NAME OF REPORTING PERSONS

Cohen & Company LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

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

0

6

SHARED VOTING POWER

5,750,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,750,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,750,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.94%

12

TYPE OF REPORTING PERSON

OO, HC

CUSIP No.  00792J100

SCHEDULE 13G

Page 4 of 11 Pages

1

NAME OF REPORTING PERSONS

Cohen & Company Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

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

0

6

SHARED VOTING POWER

5,750,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,750,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,750,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.94%

12

TYPE OF REPORTING PERSON

CO, HC

CUSIP No.  00792J100

SCHEDULE 13G

Page 5 of 11 Pages

1

NAME OF REPORTING PERSONS

Lester Brafman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

5,750,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,750,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,750,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.94%

12

TYPE OF REPORTING PERSON

IN, HC

CUSIP No. 00792J100

SCHEDULE 13G

Page 6 of 11 Pages

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

CUSIP No.  00792J100

SCHEDULE 13G

Page 7 of 11 Pages

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:

CUSIP No. 00792J100

SCHEDULE 13G

Page 8 of 11 Pages

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.

CUSIP No. 00792J100

SCHEDULE 13G

Page 9 of 11 Pages

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

CUSIP No. 00792J100

SCHEDULE 13G

Page 10 of 11 Pages

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

CUSIP No. 00792J100

SCHEDULE 13G

Page 11 of 11 Pages

Exhibit II

Cohen & Company, LLC is the relevant entity for which Mr. Brafman may be considered a control person.


1	NAME OF REPORTING PERSONS Vellar Opportunities Fund Master, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 5,750,000
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 5,750,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,750,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.94%
12	TYPE OF REPORTING PERSON CO


1	NAME OF REPORTING PERSONS Cohen & Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
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 0
		6	SHARED VOTING POWER 5,750,000
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 5,750,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,750,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.94%
12	TYPE OF REPORTING PERSON OO, HC


1	NAME OF REPORTING PERSONS Lester Brafman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 5,750,000
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 5,750,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,750,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.94%
12	TYPE OF REPORTING PERSON IN, HC

(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:


	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

SEC Form SC 13G filed by 10X Capital Venture Acquisition Corp. II