Reverse Mergers & Low Float Plays

[Potse]

AFDG...expected to own 4.8% of post-merger VCXA......

I bought 100K shares of AFDG at 2 cents a couple of weeks ago. AFDG shares some management with and is an advisor to privately-held African Agriculture Inc. African Agriculture is primarily involved in alfalfa production in Africa and the company is planning to go public via the VCXA SPAC possibly this year. As per the information that can be found in the AFDG and/or VCXA filings, if this deal is completed AFDG will receive a $300K bonus payment and 2.7M shares of VCXA.

Some influential people/firms with big money are involved here, so I think there is a good chance this merger will get completed. Risk/reward around that 2-cent level seemed reasonably good to me. I figure at a minimum I should have a decent chance at getting a double or triple on my shares. And there is always that chance of seeing a pretty wild move up. The relationship between AFDG, African Agriculture, and VCXA seems to be pretty much off the radar screens of most OTC investors right now.

On November 3, 2022, African Agriculture announced that it entered into a business combination agreement with New York-based 10X Capital Venture Acquisition Corp II (NASDAQ: VCXA), with expected closing date in the second half of 2023, at which point the combined company is expected to continue to be publicly traded on the Nasdaq stock exchange in New York.

The Company has an advisory agreement in place with African Agriculture, Inc (“AA”) in accordance wth which AFDG will provide management, strategic, financial advisory and operational support to AA, a dynamic African- focused agricultural opportunity, in exchange for which AA has agreed to pay AFDG an ongoing monthly advisory fee including a grant of shares or other potential incentive awards. In November 2022, the Board of AA awarded to AFDG 2,700,000 Restricted Stock Units (“RSUs”) in AA to be vested in the first half of 2024. It is expected that the shares acquired in accordance with the RSUs once vested will be restricted securities and potentially subject to a lock up in accordance with the business combination agreement with VCXA, as described above.

https://www.otcmarkets.com/otcapi/company/financial-report/376906/content

As you know, African Agriculture, Inc. (the “Company”) is contemplating entering into a Merger Agreement, pursuant to which, if the transactions contemplated thereby are consummated, 10X AA Merger Sub, Inc., a Delaware corporation, a wholly owned, direct subsidiary of 10x Capital Venture Acquisition Corp. II (the “Acquiror”), will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of the Aquiror. In recognition of the important contributions you are making to the Company, the Company is pleased to offer you the following bonus opportunity.

In connection with the transaction, the Company will pay African Discovery Group, Inc. (“ADG”) a one-time transaction bonus (the “Transaction Bonus”) in cash equal to $300,000 (less applicable taxes) on or within 30 days following the Closing, subject to ADG’s continued provision of services to the Company through the Closing Date (as defined in the Merger Agreement).

https://content.edgar-online.com/ExternalLink/EDGAR/0001213900-23-004170.html?hash=bfacbf98c1a229e90d7e0a9b93dd3d834c98ec330168fabda1fc657416b9f101&dest=fs42022ex10-25_10xcap2_htm#fs42022ex10-25_10xcap2_htm