African Agriculture (AAGR) 10-K 15 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Information [Line Items]
Entity Registrant Name	AFRICAN AGRICULTURE HOLDINGS INC.
Entity Central Index Key	0001848898
Entity File Number	001-40722
Entity Tax Identification Number	98-1594494
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 37.5
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	445 Park Avenue
Entity Address, Address Line Two	Ninth Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	745-1164
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		57,866,830
Common stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	AAGR
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	AAGRW
Security Exchange Name	NASDAQ

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor [Table]
Auditor Name	Whitley Penn LLP
Auditor Firm ID	726
Auditor Location	Houston, Texas

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 2,787,909	$ 10,058
Inventory - current	264,010	314,849
Prepaid expenses	1,074,418	989,703
Accounts receivable	10,796	87,755
Other receivable	1,063,797	103,115
Total current assets	5,200,930	1,505,480
Long-term inventory	57,186	276,581
Property, plant, and equipment, net	2,069,687	2,222,521
Operating lease right-of-use asset	6,625,372	2,318,959
Intangible asset, net	4,427,806	4,543,818
Deposits	1,348	11,977
Total assets	18,382,329	10,879,336
Current liabilities
Accounts payable	10,224,385	4,703,191
Accrued expenses	9,485,653	832,346
Accrued underwriting commission	7,000,000
Seller note payable - current, net	2,569,897	1,664,631
Operating lease liabilities - current	66,785	14,514
Other payables	186,675	123,237
Short term convertible notes		1,969,321
Short term debt	641,277
Total current liabilities	31,813,860	9,893,665
Non-current liabilities
Accrual for contingent liabilities	2,332,801	2,271,181
Operating lease liabilities, net of current	6,612,426	2,352,645
Total liabilities	40,965,374	14,625,768
Commitments and Contingencies
Shareholders’ deficit:
Common stock; par value $0.0001, 300,000,000 shares authorized, 57,866,830 issued and outstanding at December 31, 2023; Common stock; par value $0.0001, 70,000,000 shares authorized, 39,141,705 issued and outstanding at December 31, 2022; Preferred stock 50,000,000 shares authorized, 0 issued and outstanding at December 31, 2023	5,787	3,914
Additional paid-in-capital	61,127,301	36,867,572
Accumulated deficit	(83,620,383)	(40,558,626)
Accumulated other comprehensive loss	(95,750)	(59,292)
Total shareholders’ deficit	(22,583,045)	(3,746,432)
Total liabilities and shareholders’ deficit	18,382,329	10,879,336
Related Party
Current liabilities
Related party note payables - current	1,639,188	586,425
Non-current liabilities
Related party note payables	$ 206,287	$ 108,277

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	70,000,000
Common stock, shares issued	57,866,830	39,141,705
Common stock, shares outstanding	57,866,830	39,141,705
Preferred stock, shares authorized	50,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue
Sales	$ 1,817,375	$ 679,196
Cost of goods sold	1,358,790	784,351
Gross margin (loss)	458,585	(105,155)
Operating expenses:
Employee compensation	34,062,086	5,933,664
Professional fees	5,496,465	18,059,427
Equipment rental	22,074	89,875
Operating lease expense	373,011	346,436
Insurance	445,538
Amortization	116,012	116,012
Depreciation	235,837	252,603
Utilities and fuel	49,955	107,024
Travel and entertainment	178,174	134,364
Program development and design		101,893
Other operating expenses	441,739	419,134
Total operating expenses	41,420,891	25,560,432
Loss from operations	(40,962,306)	(25,665,587)
Other (income) expenses:
Foreign currency exchange loss / (gain)	66,478	(170,530)
Gain on sale of assets		(153,978)
Interest expense - related party	808,782	518,582
Interest expense - other	855,860	436,186
Debt amendment fee	386,274
Other income	(17,943)	(42,350)
Total other expense	2,099,451	587,910
Loss before provision for income tax	(43,061,757)	(26,253,497)
Provision for income tax
Net loss	$ (43,061,757)	$ (26,253,497)
Loss per share, as adjusted for the Business Combination recapitalization (in Dollars per share)	$ (1.21)	$ (0.82)
Weighted average basic shares outstanding (in Shares)	35,720,626	31,979,075

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parentheticals) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Weighted average diluted shares outstanding	35,720,626	31,979,075

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Comprehensive loss
Net loss	$ (43,061,757)	$ (26,253,497)
Foreign currency translation adjustment	(36,458)	596,383
Total comprehensive loss	$ (43,098,215)	$ (25,657,114)

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders’ Deficit - USD ($)	Common Stock Amount	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Total
Retroactive application of recapitalization at Dec. 31, 2021	$ 3,155	$ 1,160,757	$ (14,305,129)	$ (655,675)	$ (13,796,892)
Retroactive application of recapitalization (in Shares) at Dec. 31, 2021	31,549,658
Foreign currency translation				596,383	596,383
Imputed interest expense on shareholder loan		518,582			518,582
Related party loan conversion to equity	$ 141	16,130,372			16,130,513
Related party loan conversion to equity (in Shares)	1,413,414
Share based compensation	$ 120	19,058,359			19,058,479
Share based compensation (in Shares)	1,198,878
Net loss			(26,253,497)		(26,253,497)
Balance at Dec. 31, 2022	$ 3,416	36,868,070	(40,558,626)	(59,292)	$ (3,746,432)
Balance (in Shares) at Dec. 31, 2022	34,161,949				39,141,705
Debt converted to equity during merger	$ 29	2,320,934			$ 2,320,963
Debt converted to equity during merger (in Shares)	290,119
Capitalization of accumulated deal expenses		(802,953)			(802,953)
Business combination	$ 1,059	(18,068,454)			$ (18,067,395)
Business combination (in Shares)	10,584,187				7,584,187
Shares issued with debt -Extension shares	$ 123	751,263			$ 751,386
Shares issued with debt -Extension shares (in Shares)	1,233,167
Shares issued in relation to Cash-Settled Equity Derivative	$ 1,160	5,748,840			5,750,000
Shares issued in relation to Cash-Settled Equity Derivative (in Shares)	11,597,408
Foreign currency translation				(36,458)	(36,458)
Imputed interest expense on shareholder loan		57,519			57,519
Share based compensation		34,252,082			34,252,082
Net loss			(43,061,757)		(43,061,757)
Balance at Dec. 31, 2023	$ 5,787	$ 61,127,301	$ (83,620,383)	$ (95,750)	$ (22,583,045)
Balance (in Shares) at Dec. 31, 2023	57,866,830				57,866,830

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (43,061,757)	$ (26,253,497)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	235,837	252,603
Amortization	116,012	116,012
Asset write off / (gain) on sale of equipment	1,579	(153,978)
Share based compensation	34,252,082	19,058,479
Foreign currency exchange loss / (gain)	66,478	(170,530)
Non-cash interest expense	1,664,642	954,768
Debt amendment fee	386,274
Non-cash lease expense	373,011	262,257
Changes in operating assets and liabilities:
Inventory	284,987	(70,031)
Prepaid expenses	(858,894)	(862,958)
Accounts receivable	78,483	(86,482)
Other receivable	(939,922)	(99,933)
Deposits	10,839
Accounts payable	2,990,144	4,193,854
Accrued expenses	386,908	269,199
Accrual for contingent liabilities	(14,871)	(173,084)
Other payables	58,202	62,974
Net cash used in operating activities	(3,969,966)	(2,700,347)
Cash flows from investing activities:
Proceeds from sales of equipment		202,119
Property, plant, and equipment purchases	(13,576)	(366,031)
Net cash used in investing activities	(13,576)	(163,912)
Cash flows from financing activities:
Cash settled equity derivative proceeds	5,750,000
Proceeds from business combination	1,221,806
Proceeds from related party payables	873,655	1,863,883
Related party payables repaid	(805,112)
Principal repayments on seller note payable		(1,076,350)
Proceeds of debt issuance	584,852	2,161,246
Debt repaid	(530,000)
Principal repayments of convertible debt, net of new issuance	(314,852)
Net cash provided by financing activities	6,780,349	2,948,779
Effect of exchange rate changes on cash	(18,956)	(93,555)
Net increase (decrease) in cash and cash equivalents	2,777,851	(9,035)
Cash and cash equivalents at beginning of year	10,058	19,093
Cash and cash equivalents at end of year	2,787,909	10,058
Supplemental Cash Flow Information:
Income taxes paid
Interest paid	517,064
Non-cash items
Operating lease right-of-use asset assumed through operating lease obligation	4,338,175	2,336,336
Accounts payable relieved to convertible debt	333,262	394,500
Conversion of related party loan to equity		$ 16,130,513

Organization and Description of

Organization and Description of Business	12 Months Ended
	Dec. 31, 2023
Organization and Description of Business [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS Description of Business African Agriculture Holdings Inc., Company is focused on commercial farming, fishery logistics and management, and carbon offset production. Business combination and Organization On December 6, 2023, (the “ Closing Date Business Combination The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, 10X II, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and AFRAG is being treated as the accounting acquirer. This determination was primarily based on the following facts and circumstances: ● AFRAG’s stockholders have 59.6% of the voting interest of the Company; ● AFRAG’s senior management comprise the senior management of the Company; ● the directors nominated by AFRAG represent the majority of the board of directors of the Company; ● AFRAG is the larger entity, in terms of substantive operations and employee base; ● the executive officers of AFRAG became the initial executive officers of the Company; and ● AFRAG’s operations comprise the ongoing operations of the Company. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which AFRAG issued stock for the net assets of 10X II. The net assets of 10X II are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of AFRAG. Certain prior period amounts in the consolidated and combined financial statements have been reclassified to conform to the current period presentation. AFRAG owns 100% of Agro Industries Corp, formerly Agro Industries Corp Sub One, a company that was incorporated in the Cayman Islands on January 15, 2018 (“Agro Industries”). Agro Industries has a wholly owned subsidiary, Les Fermes De La Teranga (“LFT”), which is a Senegalese Company formed in Dakar, Senegal. On February 28, 2018, Agro Industries, purchased approximately 91% of the outstanding equity of LFT. During 2021, the shareholders of LFT completed a share swap to enable Agro Industries shareholders to contribute their shares in exchange for shares of AFRAG resulting in Agro Industries, the 100% owner of LFT, becoming a wholly owned subsidiary of AFRAG. In March 2022, the Company formed a 100% owned subsidiary named African Agriculture Niger SA for purposes of developing operations in Niger. for purposes of developing operations in Mauritania Basis of Presentation These consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Uses and Sources of Liquidity The consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements. For the year ended December 31, 2023 and 2022, the Company incurred a net loss of approximately $43.1 million and $26.3 million, respectively, and used cash in continuing operations of $4.0 million and $2.7 million, respectively. The Company’s operations have historically been financed principally by loans from its majority shareholder, Global Commodities and Investments Limited, a Cayman Islands registered limited liability company (“Global Commodities”), sales of unneeded fixed assets from the prior ownership, various convertible and short-term debt instruments issued by the Company as well as the sale of alfalfa, which began during the second quarter of 2022. In addition to the cash received on the Closing of the Business Combination, which was largely used to pay transaction expenses and payables, the Company received cash from a Cash-Settled Equity Derivative Transaction (the “CSED”) which the Company entered into on November 29, 2023, with Vellar Opportunities Fund Master, Ltd. (“Seller”). Pursuant to the terms of the CSED, the Seller received shares of common stock of AFRAG from a former holder of AFRAG common stock. Subject to certain conditions contained in the CSED, the Seller was to provide up to $11,500,000 (the “Additional Funds”) in funds in the aggregate to us in five tranches: (i) the first tranche of $5,750,000 was funded in accordance with the terms of the CSED, (ii) the second tranche of $1,437,500 which was to be funded 30 days after the first tranche, (iii) the third tranche of $1,437,500 which was to be funded 30 days after the second tranche, (iv) the fourth tranche of $1,437,500 which was to be funded 30 days after the third tranche, and (v) the fifth tranche of $1,437,500 which was to be funded 30 days after the fourth tranche. On January 9, 2024 the Seller notified us that they were terminating the CSED in accordance with its terms and accordingly would not be advancing any Additional Funds. In accordance with the terms of the CSED, it is not expected that we will have any additional obligations to the Sellers nor do we expect to receive any additional payments or other compensation in the future from the Sellers, although it is possible that based on the performance of our stock price over the Valuation Period as defined in the CSED Seller may in fact be required to make a payment to us under the CSED. Notwithstanding the cash raised in the Business Combination and the he Company does not have sufficient cash on hand or available liquidity to meet its obligations through the twelve months following the date the consolidated financial statements are issued. This condition raises substantial doubt about the Company’s ability to continue as a going concern should capital not be introduced. On a go-forward basis the primary sources of liquidity are expected to be cash from operations, potential capital raises, grants and debt financing if available and deemed in the best interests of the Company and its shareholders. The Company’s liquidity requirements are to expand development of alfalfa production, finance current operations, meet financial commitments, and fund organic growth, and service debt, if outside debt financing is obtained. The liquidity requirements will fluctuate with the level and pace of expansion of the acreage being planted, harvested and sold, the effects of the timing between the settlement of payables and receivables, and our general working capital needs for ongoing operations. Estimating liquidity requirements is highly dependent on farming yields, then-current market conditions, including selling prices, costs of all farming inputs, market volatility and our then existing capital structure and requirements. It is anticipated that once the Company has fully developed the Senegal property it will have sufficient resources to fund the ongoing operations of the Company. While the Company believes in the viability of its strategy to expand operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of the Company is the United States dollar. The functional currency of the Company’s subsidiaries located in Senegal and Niger is the West African Franc (“CFA”). For the entities whose functional currencies are the CFA, results of operations and cash flows are translated at average exchange rates during the period (1 CFA=$0.001652 for the year ended December 31, 2023 and 1 CFA=$0.001614 for the year ended December 31, 2022), assets and liabilities are translated at the current exchange rate at the end of the period (1 CFA=$0.001683 at December 31, 2023, and 1 CFA=$0.001628 at December 31, 2022), and equity is translated at blended historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income. Transaction gains and losses are reflected in the consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, contingent liabilities, imputed interest expense and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less. As of December 31, 2023 and December 31, 2022 cash balances were held at JP Morgan Chase and Fidelity Brokerage Service, LLC and in various banks in Senegal and Niger. There were no cash equivalents at December 31, 2023 or December 31, 2022. Property, plant, and equipment Property, plant, and equipment consist of farming and farming support equipment, and office equipment. All property, plant and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property, plant and equipment are depreciated on a straight-line basis over the following periods: Buildings 40 years Irrigation equipment 20 years Industrial equipment 6-10 years Office furniture and equipment 5 years Motor vehicle and transportation equipment 10 years Other equipment 3 years Leases The Company determines if an arrangement is a lease at inception. To the extent an arrangement represents a lease, the Company classifies that lease as an operating lease or a finance lease under Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) and its related ASUs (“ASC 842”). The Company capitalizes operating leases on its Consolidated Balance Sheets through a Right-of-Use (“ROU”) asset and a corresponding lease liability. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the operating lease. Operating lease ROU assets and obligations are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term utilizing an interest rate that the Company would have incurred to borrow over a similar term the funds necessary to purchase the leased asset. Operating leases are included in “Operating lease right-of-use assets, net,” “Current portion of operating lease liabilities,” and “Non-current operating lease liabilities” in the Company’s Consolidated Balance Sheets as of December 31, 2023, and December 31, 2022. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For additional information regarding the Company’s leases, see Note 6 — Leases. Inventory Inventories are stated at the lower of cost or net realizable value. Cost is calculated on the basis of the first-in, first-out method; market is based upon estimated replacement costs. Costs included in inventory primarily include the following: cost of seeds, farming inputs such as fertilizer, gypsum, water and fuel as well as inbound freight cost. Each pivot is cleared, treated with fertilizer and various phytosanitary products and seeded ahead of the life cycle of alfalfa, which we currently estimate to be approximately three years. These initial costs are amortized using a straight-line method over that life cycle. The portion of these costs expected to amortize after twelve months is included in long-term inventory. Intangible Asset The intangible asset consists of a land use right of 20,000 hectares provided by way of a Senegal Presidential decree. The value of the intangible was established based on its estimated fair value at the time of the asset purchase of LFT by Agro Industries in 2018. Amortization of the intangible asset is calculated on a straight-line basis over the remaining term of the decree, which at the time of the purchase had 44 38 Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There was no impairment charge for the years ended December 31, 2023 or 2022. Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments include cash and cash equivalents, receivables, accounts payable and accrued expenses, advances from prospective customers/distributors, amounts due to related parties, notes payable and contingent liabilities. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments. For the periods presented, there were no financial assets or liabilities measured at fair value. Income Taxes The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company assumed 6,884,908 warrants, in conjunction with the consummation of the Business Combination in addition to 26,201 warrants issued in connection with Promissory Notes by AAGR in February 2023 The Forward Purchase Agreement, or CSED (defined in Note 1) includes an embedded feature that meets the definition of a derivative in accordance with ASC 815. The FPA contract was determined to be more akin to equity rather than debt and as such the FPA and the associated imbedded derivative was treated as equity. Lastly, we determined that the embedded feature will not require bifurcation as it is clearly and closely related to the equity host As the embedded feature was not bifurcated from the instrument at issuance, it will continue to be reassessed at each reporting date to determine that continued non-bifurcation is appropriate. Based on the performance of the stock and the terms of the CSED, it is not expected, and highly improbable, that Company will receive any additional payments or other compensation in the future from the CSED Revenue Recognition The Company’s revenue is derived from the sale of agricultural products. The Company recognizes revenue in accordance with ASC 606. To achieve that core principle, the Company applies the following steps: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes its revenue at a point in time when it satisfies a performance obligation and transfers control of the product, primarily bales of alfalfa, to the respective customer. For domestic product sales, the Company meets its performance obligation upon the shipment of the products from its facilities to its customer. For international product sales, the Company meets its performance obligation upon delivery of the products to the customer’s international carrier. The Company does not provide any services to its customers currently. The amount of revenue recognized is based on the fixed transaction price. Contracts for the Company’s products are negotiated on a per-contract basis at a local or regional level. Contracts vary in volume and sometimes price but typically have a single performance obligation, the delivery of bales of alfalfa. The Company’s payment terms vary by the type and location of its customers. The Company receives cash equal to the invoice amount for its product sales, and if credit is provided, payment terms typically range from 30 to 90 days from the date the Company invoices a customer. Since the period between the delivery of the Company’s products and the Company’s receipt of customer payment for these products and services is not expected to exceed one year, the Company has elected not to calculate or disclose a financing component for its customer contracts. The Company did not have any contract assets as of December 31, 2021. The Company’s contract assets at December 31, 2023 and December 31, 2022 consisted of accounts receivable, which totaled $10,796, and $87,755, respectively. The Company has not established an allowance for credit losses for the year ended December 31, 2023 or 2022. In determining an allowance, we would estimate loss rates based upon historical loss experienced and adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables, credit and liquidity quality indicators of customers classes, local behavior, the current and expected future economic and market conditions and balances owed when customers are also suppliers of cost inputs. Share-based compensation The Company measures compensation expense for all stock-based awards in accordance with ASC Topic 718, Compensation — Stock Compensation Comprehensive Loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax. Net Loss per Share Basic net loss per share attributable to common stockholders is derived by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalent, if any. As the Business Combination has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of AFRAG’s. financial statements; The Company’s equity has been retroactively adjusted to the earliest period presented. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details of this Business Combination recapitalization. Accounting Changes Leases — ASC 842 On January 1, 2022, and effective January 1, 2022, the Company adopted ASU 2016-02, “Leases (Topic 842)” using the modified retrospective transition method allowing it to apply the new standard at the adoption date and to recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. Under this transition method, the prior comparative period continues to be reported under the accounting standards in effect for that period. The Company elected to use the package of practical expedients permitted which allows (i) an entity not to reassess whether any expired or existing contracts are or contain leases; (ii) an entity need not reassess the lease classification for any expired or existing leases; and (iii) an entity need not reassess any initial direct costs for any existing leases. The Company made an accounting policy election to adopt the short-term lease exception which allows the Company to not recognize on the balance sheet those leases with terms of 12 months or less resulting in short-term lease payments being recognized in the condensed consolidated statements of income on a straight-line basis over the lease term. All of the Company’s leases were previously classified as operating and are similarly classified as operating lease under the new standard. Adoption of the new standard resulted in recognition of right-of-use assets and related lease liabilities of $2,336,336 as of January 1, 2022. There was no cumulative effect on retained earnings upon adoption. Revenue from Contracts with Customers — ASC 606 The Company adopted ASC 606 — Revenue from Contracts with Customers, Upon adoption of ASC 606, the Company recognizes revenue when the product is received by the customer for domestic transactions or by the customer’s international carrier for its international transactions. The Company believes this better reflects the point at which the customer has control of the product as required by ASC 606. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements. Concentrations of Business Risk Revenue from significant customer, which is defined as 10% or more of total revenue, was as follows: Customer A 29 % Customer B 11 % Related Parties and Transactions The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 2023
Business Combination [Abstract]
BUSINESS COMBINATION	NOTE 3 — BUSINESS COMBINATION On the “Closing Date”, African Agriculture Holdings Inc. (f/k/a 10X Capital Venture Acquisition Corp. II) consummated the Business Combination in accordance with the Merger Agreement. At Closing, (i) each share of Class A Common Stock and Class B Common Stock then issued and outstanding was automatically reclassified, on a one-for-one basis, in to shares of Common Stock of the Company, $0.0001 par value per share (the “Common Stock”) and (ii) each share of common stock of AFRAG issued and outstanding immediately prior to the Closing was automatically converted into the right to receive the number of shares of Common Stock in accordance with the terms and subject to the conditions set forth in the Merger Agreement. The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, 10X II, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and AFRAG is being treated as the accounting acquirer. This determination was primarily based on the facts and circumstances noted in the Section: “ Business combination and Organization” in Note 1. The net assets of 10X II are being stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of AFRAG. The following table reflects the net assets acquired in the Business Combination: Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions, net of transaction costs $ 1,221,806 Prepaid expenses 28,775 Accounts payable (9,756,621 ) Accrued expenses (7,892,578 ) Related party payable to the SPAC Sponsor (1,668,778 ) Net liabilities acquired $ (18,067,396 ) In accordance with the terms and subject to the conditions of the AA Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of AFRAG issued and outstanding immediately prior to the Effective Time, was converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable common stock of African Agriculture Holdings Inc. (“Common Stock”) equal to the quotient of (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the Merger Agreement), divided by (ii) ten dollars ($10.00), divided by (iii) the sum, without duplication, of the aggregate number of shares of AFRAG common stock that are (A) issued and outstanding immediately prior to the Effective Time, (B) issuable upon the exercise or settlement of options or restricted stock units of AFRAG (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (C) issuable upon conversion of any AFRAG convertible note issued prior to the date of the AA Merger Agreement and outstanding at the Effective Time. In addition, in consideration of the Company waiving certain closing conditions set forth in the Merger Agreement, at Closing each share of Common Stock for which redemption was not requested (a “Former SPAC Share”) was granted a pro rata right to receive a portion of 3,000,000 additional shares of Common Stock (the “waiver Shares”), with (i) holders of Former SPAC Shares that were public holders receiving shares in the form of Common Stock that were assigned to a pool for the benefit of such holders by a former stockholder of AFRAG and (ii) holders of Former SPAC Shares that were not public holders receiving Common Stock in the form of newly issued shares on a private placement basis. Pursuant to the AFRAG Sponsor Promissory Note (as defined in the Merger Agreement), AFRAG agreed, among other things, to reimburse Sponsor on a one for one basis for the Class B ordinary shares to be transferred by Sponsor in connection with the 10X II special meetings of shareholders to approve the extension of its redemption deadline in the form of newly-issued shares of Common Stock in connection with the Closing. In accordance with this agreement 1,233,167 shares of Common Stock (“Extension Shares”) were issued to Sponsor. In anticipation of the Business Combination Closing, on November 29, 2023, 10X II and AFRAG entered into an agreement (the “CSED”) with Vellar Opportunities Fund Master, Ltd. (“Vellar” or “Seller”) for a Cash-Settled Equity Derivative Transaction. Capitalized terms that are not defined in this section (Entry into a Cash-Settled Equity Derivative Transaction) have the meaning given to those terms in the CSED. Subject to certain conditions contained in the CSED, the Seller was to provide up to $11,500,000 (the “Additional Funds”) in funds in the aggregate to us in five tranches: (i) the first tranche of $5,750,000 was funded in accordance with the terms of the CSED, (ii) the second tranche of $1,437,500 which was to be funded 30 days after the first tranche, (iii) the third tranche of $1,437,500 which was to be funded 30 days after the second tranche, (iv) the fourth tranche of $1,437,500 which was to be funded 30 days after the third tranche, and (v) the fifth tranche of $1,437,500 which was to be funded 30 days after the fourth tranche. In order to ensure that the CSED Seller obtained registered securities a former stockholder of AFRAG transferred sufficient shares prior to the Business Combination to the CSED Seller such that following the Business Combination the Seller would have 11,500,000 registered shares. Following the transaction the Company issued to such former shareholder shares an aggregate of 11,597,408 shares of African Agriculture Holdings Common Stock to Global Commodities and Investment Ltd.in order to replace the shares transferred to the Seller in order to facilitate the operation of the CSED and the Merger. Upon the closing of the Business Combination and the CSED, the Company received net cash proceeds of $ . The following table reflects movement in the Consolidated Statements of Cash Flows as a result Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions $ 2,887,743 Less: Cash payment of 10X Capital Venture Acquisition Corp. II transaction costs and payables (1,665,937 ) Net cash from business combination 1,221,806 Cash proceeds from CSED Financing 5,750,000 Less: Cash payment of CSED transaction costs (100,000 ) Net cash proceeds upon the closing of the Business Combination and PIPE financing $ 6,871,806 The following table presents the number of shares of the Company’s Common Stock issued as part of the Business Combination to the SPAC shareholders 10X Capital Venture Acquisition Corp. II non redeemed shares 262,520 Conversion of 1,000,000 10X Capital Venture Acquisition Corp. II Class A shares into Company Common Stock 1,000,000 Conversion of 655,000 10X Capital Venture Acquisition Corp. II units into Company Common Stock (and warrants) 655,000 Conversion of 5,666,667 10X Capital Venture Acquisition Corp. II Class B shares into Company Common Stock 5,666,667 Total 10X Capital Venture Acquisition Corp. II shares 7,584,187 Merger agreement waiver shares 3,000,000 Total shares of Common Stock 10,584,187

Property Plant and Equipment

Property Plant and Equipment	12 Months Ended
	Dec. 31, 2023
Property Plant and Equipment [Abstract]
PROPERTY PLANT AND EQUIPMENT	NOTE 4 — Property Plant and Equipment Property plant and equipment, net consists of the following: December 31, December 31, Buildings $ 98,030 $ 94,825 Office furniture and equipment 110,073 105,172 Irrigation and industrial equipment 4,379,527 4,291,465 Motor vehicle and transportation equipment 24,232 20,672 Other equipment 387,511 368,973 Total 4,999,373 4,881,107 Less: accumulated depreciation (2,929,686 ) (2,658,586 ) Property, plant, and equipment, net $ 2,069,687 $ 2,222,521 Depreciation expense $ 235,837 $ 252,603 During the year ended December 31, 2022, various assets that were no longer useful in the operations of the business were sold for a gain of $153,978. No

Prepaids and Other Receivables

Prepaids and Other Receivables	12 Months Ended
	Dec. 31, 2023
Prepaids and Other Receivables [Abstract]
PREPAIDS AND OTHER RECEIVABLES	NOTE 5 — PREPAIDS AND OTHER RECEIVABLES December 31, December 31, Prepaid deal expenses to be capitalized on deal consummation $ - $ 794,703 Prepaid insurance 915,956 - Retainers 158,462 195,000 Total $ 1,074,418 $ 989,703 At December 31, 2023 and December 31, 2022, other receivables totaled $1,063,797 and $103,115, respectively. The balance as at December 31, 2023 largely represented advances paid to suppliers for equipment and inputs prior to delivery of such items.

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
LEASES	NOTE 6 — LEASEs On January 1, 2022, and effective January 1, 2022, the Company adopted ASC 842. Under ASC 842, the Company determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded in the Company’s Consolidated Balance Sheets. Leases with an initial term greater than 12 months are recognized in the Company’s Consolidated Balance Sheets based on lease classification as either operating or financing. The Company may enter into lease agreements that include lease and non-lease components for which the Company has elected to not separate for all classes of underlying assets. The Company’s current lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company may also sublease its ROU assets to third parties in the future. As a lessee, the Company’s current operating lease portfolio consists of three operating leases for farmland. Operating lease ROU assets and operating lease obligations are recognized based on the present value of the future minimum lease payments at commencement date. As the Company’s leases do not provide an implicit borrowing rate, the Company uses its incremental borrowing rate based on the lease information available at the commencement date in determining the present value of future payments. The initial incremental borrowing rate utilized for the Fass Lease (as defined below) and Niger Land Right (as defined below) was based upon the interest rate associated with the Company’s analysis of borrowing rates relating to “Senegal, 6.25% 2033, USD International Bonds” and increased for credit and political risks. The Company believes this rate is a proxy for its incremental borrowing rate that would be utilized if it were to acquire assets or fund its working capital needs in Senegal and Niger. For the Company’s recently signed lease in Mauritania as there is no reference or comparable debt issuances, the Company utilized the same reference rate used for Niger Land Right, however adjusted the rate to also consider the increasing global rates since the commencement date of the Niger Land Right. The Company’s current three leases are under long-term (greater than one year) non-cancellable term leases. The Company had one short-term lease and may also enter into other short-term or month-to-month operating leases in the future as required by its operations. Operating leases are included in “Operating lease right-of-use assets, net,” “Current portion of operating lease liabilities,” and “Non-current operating lease liabilities” in the Company’s Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022. Operating Leases The Company has a non-cancellable convention agreement with the Fass Ngom community in Senegal (“Fass Lease”) that provides for the right to use 5,000 hectares. The original agreement was signed in 2018, but revised in 2021, largely on the same terms, for a 15-year term. On November 27, 2021 and December 5, 2021, the Company and Agro Industries signed binding definitive agreements with the mayor and local governments of Aderbissinat and Ingall, respectively, in Niger each under a 49-year term for the right to use and development the land (“Niger Land Right”). The project will involve the planting of up to 1.1 million hectares of trees in each of Aderbissinat and Ingall, for an aggregate of 2.2 million hectares, to optimize the production of carbon credits and commercial production of alfalfa in areas to be mutually agreed upon by the parties, as well as water and usage rights. Pursuant to the Aderbissinat and Ingall agreements, the Company agreed to pay for each agreement approximately $86,000 per year. Once the sale of carbon credits commences the annual payment amount will increase to approximately $1.1 million for each of the Aderbissinat and Ingall leases. In addition, during the first year of the sale of carbon credits, we are required to pay an additional $129,000 for each agreement for budgetary support to each region. To date no carbon credits have been sold. Following the formation of the Company’s Mauritanian subsidiary a lease signed between the Company, the community of Gie Dynn and the Government of Mauritania (the “Mauritania Lease”) became effective. This lease is for 20 years and covers 2,033 hectares of land. Of this land, 80%, or 1,626 hectares will be used by the Company for farming alfalfa with the balance being farmed, at the Company’s cost, at the direction of the community. The Company has agreed to invest up to $30 million into this project over the next 20 years. The annual cost of the 1,626 hectares will be $300 per hectare per annum, subject to an annual increase consistent with the household consumption index (a proxy for local inflation). In addition, the Company will pay 5% of annual net profits earned on the 1,626 hectares to the community subject to an annual minimum payment of approximately $122,000. The Fass Lease, the Niger Land Right and the are operating leases under ASC 842. Short-term Lease In August 2021, the Company entered into a one-year lease agreement with a company that its wholly-owned by Gora Seck for residential accommodations (“Seck Lease”) for use by employees. The monthly lease rate for this lease was approximately $11,200 per month. As this lease was not longer than 12 months, the lease expense was recognized on a straight-line basis over the lease term. This lease was not renewed in 2022. The associated lease costs have been recognized in our consolidated statement of operations as follows: For the year ended 2023 2022 Operating lease cost $ 373,011 $ 262,257 Short-term lease cost $ — $ 84,179 Other information about the lease amounts recognized in our consolidated financial statements is as follows: December 31, December 31, Weighted-average remaining lease term – operating leases 27.2 years 41.9 years Weighted-average incremental borrowing rate – operating leases 11.18 8.68 % Our lease liabilities as reported on the accompanying consolidated balance sheet consists of the following: December 31, December 31, Gross lease liabilities 20,798,943 $ 8,968,316 Less: Imputed interest 14,119,732 6,601,157 Present value of lease liabilities 6,679,211 $ 2,367,159 Less: current portion of lease liabilities 66,785 14,514 Total long-term lease liabilities 6,612,426 $ 2,352,645 The following summarizes our rent payments for the Fass Lease, the Niger Land Right and the operating leases as of December 31, 2023: 2024 $ 825,657 2025 826,533 2026 827,426 2027 828,338 2028 829,267 Thereafter 16,661,722 $ 20,798,943

Intangible Asset

Intangible Asset	12 Months Ended
	Dec. 31, 2023
Intangible Asset [Abstract]
INTANGIBLE ASSET	NOTE 7 — Intangible Asset The Company recognized an intangible asset in connection with the purchase of LFT related to the 50-year land use right of 20,000 hectares provided by way of a Republic of Senegal Presidential Decree. The intangible asset, net consists of the following: December 31, December 31, Land use right $ 5,104,546 $ 5,104,546 Less: Accumulated amortization (676,740 ) (560,728 ) Intangible asset, net $ 4,427,806 $ 4,543,818 Scheduled amortization of the land use right at March 31, 2023 are as follows: 2024 $ 116,012 2025 116,012 2026 116,012 2027 116,012 2028 116,012 Thereafter 3,847,746 $ 4,427,806 At December 31, 2023, management looked primarily at the undiscounted future cash flows of the Company, based on management’s estimates, in its assessment of whether or not this intangible asset was impaired. There were no impairments with respect to this intangible asset during the year ended December 31, 2023 or 2022.

Inventory

Inventory	12 Months Ended
	Dec. 31, 2023
Inventory [Abstract]
INVENTORY	NOTE 8 — INVENTORY The costs for establishing the seeded pivots including seeds, land preparation and various phytosanitary products that are applied prior to and in conjunction with the initial seeding, but which will not be reapplied during the growing and harvesting stages are allocated quarterly to the cost of production over the seed cycle, which we estimate will be three years. The remaining unallocated costs are included in inventory. In addition, all other ongoing costs associated with the continued growing and harvesting of each pivot are included in inventory. The allocated quarterly costs together with a harvested cost of the sold bales are allocated to cost of sales based on a first in first out method. The assessment of the recoverability of inventories and the amounts of any write-downs are based on currently available information and assumptions about future demand and market conditions. There is no contemplation of any write down of our current inventory. December 31, December 31, 2022 Seed costs, fertilizer, other direct costs to be allocated over cycle – current $ 228,743 $ 221,264 Inventory available for sale 818 61,067 Seed inventory 26,290 28,387 Fertilizer, phytosanitary materials and fuel 8,159 4,131 Inventory – current $ 264,010 $ 314,849 Long term inventory 57,186 276,581 Total inventory $ 321,196 $ 591,430

Related Party Note Payables and

Related Party Note Payables and Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY NOTE PAYABLES AND TRANSACTIONS	NOTE 9 — Related Party NOTE Payables and Transactions During the normal course of business, the Company may enter into transactions with significant shareholders, directors and principal officers and their affiliates. The Company has an unsecured note payable due to a related party, the majority shareholder, Global Commodities & Investments Ltd. (“Global Commodities”). The related party payable does not have a stated interest rate. The payable between Global Commodities, and the Company has a 60-month rolling term following the creation of payables within each year. These payables, if funded for Senegal or Niger costs, are West African CFA Franc denominated and translated at year end spot rates. Since the time of the acquisition of LFT by Agro Industries, the majority shareholder has continued to provide funding to support the working capital needs of the business. Each new funding has been added to the principal of the related party payable. The balance of the related party loan, $16,130,522, was converted into equity during 2022. Global Commodities continued to provide funds to the Company as a related party payable after this conversion. The Company entered into a Payoff, Waiver and Release Agreement (the “GCIL Payoff Agreement”) in October 2022 with Global Commodities. The GCIL Payoff Agreement called for, among other things, the issuance of Company shares in repayment of $16,130,522. The GCIL Payoff Agreement calls for the termination of all outstanding principal amount of loans and all unpaid interest through the date of such payoff. In January 2023, the Company issued to a related party, an additional $225,000 Promissory Note bearing no interest. This Note maturity is the earlier of (i) the receipt of funds by Borrower from an equity, equity-linked, or debt financing and (ii) the Closing of the VCXA Merger Agreement. In May 2023, the $225,000 Promissory Note issued to the related party was amended and an additional $62,000 was issued pursuant to this note. The amendment further provided that the Note can be drawn on up to $750,000 in the aggregate. As part of this amendment, the Company agreed to issue to the Promissory Note holder a number of shares of the Company’s Common Stock, par value $0.0001 per share (the “Extension Shares”), equal to the number of Class B ordinary shares, par value $0.0001 per share, of 10X Capital Venture Acquisition Corp. II transferred to investors in connection with any past extensions of the deadline by which VCXA must consummate an initial business combination. In June through September an additional $338,879 was issued pursuant to this Promissory Note. This Promissory Note was paid off using proceeds received from the CSED following the Business Combination. In order to finance transaction costs, the Sponsor or an affiliate of the Company provided funds as may be required (the “New Note”). The New Note is non-interest bearing, unsecured and was due at the consummation of the Business Combination. The New Note was not, however, repaid upon the Business Combination and was instead assumed as part of the Business Combination. As of December 31, 2023, the Company had $1,639,188 outstanding under the New Note. The related party obligations of the Company are comprised of the following: December 31, December 31, Global Commodities $ 206,287 $ 108,277 10X Capital SPAC Sponsor II New Note 1,639,188 - Total $ 1,745,475 $ 108,277 As of December 31, 2023, the related party payable has the following maturity schedule: 2024 $ 1,639,188 2025 — 2026 — 2027 108,277 2028 98,009 $ 1,745,475 In addition, to the shareholder loans, Global Commodities provided a loan repayment guarantee to the sellers of the LFT shares in the 2018 transaction. Refer Note 10 — Seller Note Payable. As the related party payables have no stated interest rate, an imputed interest rate has been applied against such loan to represent an arms-length arrangement between the Company and the related party. The Company estimates comparable debt as of the date of the origination would incur interest of one-month SOFR plus 2.5% on an annual basis. Historically LIBOR was used as a reference rate, however as LIBOR is phased out, the Company began using SOFR. The following table summarizes imputed interest to related parties during the year ended December 31, 2023 and 2022. As this interest has not been paid on an annual basis it has been recorded as additional paid-in-capital. December 31, December 31, Imputed interest rate (SOFR + 2.5%) 7.88 % 6.89 % Imputed interest – additional paid-in-capital $ 57,200 $ 518,582 Amortization of debt discount on Extension Shares $ 751,263 $ - During the year ended December 31, 2023 and 2022, Gora Seck who serves on the board of LFT and is a minority shareholder of the Company received consulting payments for work conducted in Senegal of approximately $87,000 and $204,000, respectively. In addition, in August 2021, the Company entered into a one-year lease agreement with a company that is majority owned by Gora Seck. The monthly lease rate for this lease was approximately $10,677 per month. This lease expired in 2022 and was not renewed. During the year ended December 31, 2022, the Company issued Convertible Promissory Notes, as more fully described in Note 12 – DEBT. Approximately $263,321 of the notes were issued to related parties of the Company. These Convertible Promissory Notes were converted in accordance with the terms upon the Business Combination and as such they are no longer outstanding at December 31, 2023. During the year ended December 31, 2023 and December 31, 2022, the Company issued Short Term Notes as more fully described in Note 12 – DEBT. As of December 31, 2023 and December 31, 2022, $113,925 and $41,425 were issued and outstanding, respectively, to related parties of the Company

Seller Note Payable

Seller Note Payable	12 Months Ended
	Dec. 31, 2023
Seller Note Payable [Abstract]
SELLER NOTE PAYABLE	NOTE 10 — Seller Note Payable The Company issued a note payable to Tampieri Financial Group in connection with the LFT asset acquisition in February 2018. In November 2022, Tampieri Financial Group agreed to a delayed payment of the balance of the seller note payable. The amendment fee, which was due at the maturity of the seller note payable, was amortized monthly over the remaining period of the seller note payable. In May 2023, the Company and Tampieri Financial Group agreed to extend the payment date of the amounts that were due on March 31, 2023 until October 31, 2023. In consideration for this delay the Company agreed to pay interest of 6.3% per annum on the delayed payments. The final payments were not, however, made in October 2023. The parties are in discussions regarding a payment schedule, but should we not agree on this payment schedule there is a provision in the original agreement that states that if payment is not made by November 1, 2023 an additional $386,274 is payable to the Tampieri Financial Group and such increase defers the payment due until October 31, 2024. In addition, the Company agreed to pay fees of approximately $21,700. Other than the interest related to the delayed payments negotiated in May 2023, the seller note payable does not bear an interest rate. As a result, the fair value of the seller note payable was less than face value when issued in the LFT asset acquisition. The seller note payable is presented net of unamortized discount and the unamortized amendment fee arising from the November 2022 amendment. December 31, December 31, Seller note payable, including 2022 amendment fee $ 2,042,528 $ 1,976,050 Less: unamortized 2022 amendment fee — 311,419 Add: interest on delayed instalment 119,403 — Add: 2023 debt amendment fee 386,274 — Add: 2023 fees 21,692 — Total $ 2,569,897 $ 1,664,631 Global Commodities has provided a loan repayment guarantee to Tampieri Financial Group for the amount of the outstanding seller note payable.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 11 — Income Tax There was no income tax expense from continuing operations for the years ended December 31, 2023 or 2022 The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes is as follows: For the Years Ended 2023 2022 Statutory rate applied to pre-tax loss $ (8,803,977 ) $ (5,513,234 ) Foreign exchange rate 66,096 19,863 State taxes (3,772,636 ) (1,021,618 ) Permanent adjustment 1,019,232 3,028,628 Other foreign deferred permanent adjustment (1,583,238 ) 2,060,520 Change in valuation allowance 13,074,523 1,425,841 Provision for income taxes $ — $ — The significant components of the Company’s deferred tax assets and liabilities are as follows: For the Years Ended 2023 2022 Deferred tax assets (liabilities): Research and development $ 29,219 $ 31,384 Share based compensation 10,888,795 1,477,283 Net operating loss carryforwards – finite-lived 3,904,725 2,321,121 Net operating loss carryforwards – indefinite-lived 4,740,603 2,659,026 Unrealized gain on foreign currency exchange 22,636 22,636 Valuation allowance (19,585,978 ) (6,511,450 ) Deferred tax assets, net of valuation allowance $ — $ — The Company has evaluated the need for a valuation allowance on a jurisdiction-by-jurisdiction basis. The Company has considered all available evidence, both positive and negative, and based upon the weight of the available evidence, a valuation allowance has been recorded against the net deferred tax assets since the Company cannot be assured that, more likely than not, such amounts will be realized. In addition, utilization of these net operating losses is dependent upon achieving taxable results. The change in valuation allowance for deferred taxes was an increase of approximately $13.1 million, and increase of approximately $1.4 million for the years ended December 31, 2023 and December 31, 2022 respectively, primarily due to the changes in net operating loss carryforwards and share based compensation. At December 31, 2023 and December 31, 2022, the Company has Federal net operating loss carryforwards of approximately $10.4 million and $5.2 million, which do not expire. The Company has foreign net operating loss carryforwards of approximately $17.8 million and $11.1 million at December 31, 2023 and 2022, respectively. Of the total foreign net operating loss carryforwards approximately $8.5 million do not expire, and the remaining carryforwards begin to expire in 2024. The Company classifies interest and penalties related to unrecognized tax benefits in income tax expense. The Company has not accrued any interest or penalties as of December 31, 2023 or 2022.

Debt

Debt	12 Months Ended
	Dec. 31, 2023
Debt [Abstract]
DEBT	NOTE 12 — DEBT During the year ended December 31, 2022, the Company issued Convertible Promissory Notes (“Notes”) the proceeds of which would be used to fund general corporate purposes. The Notes had a simple interest rate of twelve percent (12%) per annum based on a 365-day year. The Notes had a one-year maturity. During 2023, the Company issued an additional $583,262 Convertible Promissory Notes. The Notes were repaid or converted by their terms into common stock upon the Business Combination at a 20% discount to the Business Combination Merger Consideration price per share. There were $0 and $1,969,321 of convertible promissory notes outstanding as of December 31, 2023 and December 31, 2022, respectively. There was no gain or loss on the conversion of the Convertible Promissory Notes as they were settled within the terms of the Convertible Promissory Notes Agreement Approximately $263,000 of the notes were with related parties of the Company. In addition, the Company issued Promissory Notes (“Short Term Notes”) the proceeds of which would be used to fund general corporate purposes. The Notes bear a simple interest rate of sixteen percent (16%) per annum based on a 365-day year. The Notes have a four-month maturity, with an option of the Company to extend the maturity an additional four months. During 2023, the Company issued an additional $284,852 Short Term Notes. $530,000 of the Short Term Notes that had reached their maturity were repaid following the Business Combination. There were $341,277 and $586,425 of Short Term Notes outstanding as of December 31, 2023 and December 31, 2022, respectively, of which $113,925 and $41,425 were with related parties of the Company, respectively. In February 2023, the Company issued an additional $300,000 Promissory Note. The Promissory Note bears a simple interest rate of two and a half percent (2.5%) per month based on a 30-day month. The Promissory Note has an eighteen-month maturity. In connection with this loan, the Promissory Note holder received warrants to acquire shares in the Company at $11.50 per share.

Commitments

Commitments	12 Months Ended
	Dec. 31, 2023
Commitments [Abstract]
COMMITMENTS	NOTE 13 — Commitments In June 2021, we entered into a non-binding understanding with Louisiana State University (“LSU”) to provide for a mutually-beneficial research project in which LSU will provide training, research and academic support. We continue to work with LSU to finalize the terms of the training and development project under the collaborative agreement. The term of the agreement is expected to run through June 30, 2026. The total amount to be paid by the Company to LSU has not yet been determined. Either party may terminate the agreement on 30 days’ prior written notice. On May 14, 2022, the Company signed an agreement with the Directorate General of Water and Forests (“DGEF”) of Niger who manages forest reserves for a total area of 624,568 hectares to be reforested and developed by the Company. Under the terms of the agreement, African Agriculture will provide all necessary funds to carry out the programmed activities. The Company further agreed to distribute 10 percent of the profit from the sale of carbon credits, when they occur, to the State of Niger and to the social and development program in the concerned municipalities. Furthermore, until the sale of carbon credits, African Agriculture will allocate an amount of approximately $80,000 to the DGEF. The agreement tenure is for 25 20

Contingent Liabilities

Contingent Liabilities	12 Months Ended
	Dec. 31, 2023
Contingent Liabilities [Abstract]
CONTINGENT LIABILITIES	NOTE 14 — Contingent Liabilities Various creditors and ex-employees in Senegal commenced some form of legal action for claims relating to the period prior to our acquisition of LFT. The Company has, as a result, several legal cases that are in various stages of resolution. The contingent liability includes various legal cases and other claims. The Company recorded a contingent liability representing, in the Company’s opinion, based on our outside counsel’s review, probable loss outcome for legal claims. At December 31, 2023 and December 31, 2022, the amount of the provision for the contingent liability, is $2,332,801 and $2,271,181, respectively. While there is a possibility that additional claims relating to pre-acquisition periods might arise such an amount is unknowable and hence cannot be estimated.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Stockholders’ Equity [Abstract]
Stockholders’ Equity	NOTE 15- STOCKHOLDERS’ EQUITY Authorized and Outstanding Capital Stock The total number of shares of the Company’s authorized capital stock is 350,000,000. The total amount of authorized capital stock consists of 300,000,000 shares of Common Stock and 50,000,000 shares of preferred stock. As of December 31, 2022, no shares of preferred stock are issued or outstanding. Common Stock Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our Common Stock are entitled to receive ratably those dividends, if any, as may be declared by the Board out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of Common Stock will be entitled to share ratably in the assets legally available for distribution to stockholders after the payment of or provision for all of our debts and other liabilities, subject to the prior rights of any preferred stock then outstanding. Holders of our Common Stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of our Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Preferred stock Under the terms of our certificate of incorporation, our Board has the authority, without further action by our stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. Our Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deterring or preventing a change in our control and may adversely affect the market price of the Common Stock and the voting and other rights of the holders of our Common Stock. We have no current plans to issue any shares of preferred stock. Warrants There are currently outstanding an aggregate of 6,666,575 public warrants, which, following the consummation of the Business Combination, will entitle the holder to acquire 6,666,575 shares of Common Stock. The warrants entitle the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants are only exercisable for a whole number of shares of common stock. No fractional shares are to be issued upon exercise of the warrants. The Public Warrants will expire on December 6, 2028 (which is five years after the completion of the Business Combination), at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Public Warrants are listed on the Nasdaq Capital Market under the symbol “AAGRW”. Additionally, once the Public Warrants become exercisable, the Company can redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the public warrant holders. If the Company calls the Public Warrants for redemption as previously described, the Company has the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. In addition, the Company 244,534 Private Placement Warrants. Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination. The Private Placement Warrants, except for 26,201 private placement warrants, will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

Employee and Non-Employee Share

Employee and Non-Employee Share Based Compensation	12 Months Ended
	Dec. 31, 2023
Employee and Non-Employee Share Based Compensation [Abstract]
EMPLOYEE AND NON-EMPLOYEE SHARE BASED COMPENSATION	NOTE 16 — EMPLOYEE AND NON-EMPLOYEE SHARE BASED COMPENSATION In 2022, the Company’s Board of Directors approved the adoption of the African Agriculture, Inc. 2022 Incentive Plan (the “Plan”). The Plan, as amended by the Board of Directors, permits the Company to grant up to 2,885,640 shares (at December 31, 2022) of the Company’s common stock. In November 2023, the Company’s board The Plan provides for the granting of incentive and nonqualified stock options, share appreciation rights (SARs), restricted stock, and restricted stock units to employees, non-employee directors, and consultants of the Company. Instruments granted under the Plan generally become exercisable ratably over the stated vesting terms in each award agreement following the date of grant and expire ten In addition, and as a separate award outside of the plan the Board approved an award of 2,700,000 RSUs to African Discovery Group, Inc., a corporation majority owned by the CEO of the Company. A summary of stock award activity and related information is as follows, as adjusted for the conversion mechanism described above: Number of Weighted Average Remaining Grant Date Plan Awards: Employees: Nonvested at January 1, 2022 — — — Awarded during 2022 2,127,389 * 2.72 $ 24,374,960 Nonvested at January 1, 2023 2,127,389 2.56 24,374,960 Awarded during the period 5,611,707 3.39 55,855,229 Vested during the period — — — Forfeited, canceled, or expired — — — Nonvested – December 31, 2023 7,739,096 2.84 $ 80,230,189 Non-employees: Nonvested at January 1, 2022 — — — Awarded during 2022 307,387 * 3.54 $ 3,521,940 Nonvested at January 1, 2023 307,387 3.38 3,521,940 Awarded during the period 195,065 2.09 1,950,655 Vested during the period — — — Forfeited, canceled, or expired — — — Nonvested – December 31, 2023 502,452 2.28 $ 5.472,595 Awards outside of the Plan: Employees: Nonvested at January 1, 2022 — — — Awarded during 2022 2,356,497 * 1.33 27,000,000 Nonvested – at January 1, 2023 2,356,497 1.17 $ 27,000,000 Awarded during the period — — — Vested during the period — — — Forfeited, canceled, or expired — — — Nonvested – December 31, 2023 2,356,497 0.17 $ 27,000,000 ● Adjusted for the Business Combination merger consideration conversion ratio As all 2022 stock awards were granted contemporaneously with the Business Combination Agreement with VCXA and the grant date fair value of the 2022 stock awards was $10 per share, which is based on the per share merger consideration, and the awards in November 2023 were issued shortly prior to the Business Combination Closing, the Board of Directors determined the grant date fair value of the stock awards to be $8.73 per share, which is based on the per share merger consideration adjusted for the ratio of the Business Combination merger consideration exchange ratio. As of December 31, 2023, there was approximately $73,128,693 of unamortized share-based compensation cost related to unvested stock awards. The unamortized share-based compensation is expected to be recognized over a weighted average period of approximately 2.2 The table below shows share-based compensation expense recognized in the statement of operations for the years ended December 31: 2023 2022 Share based compensation expense: Employee compensation $ 33,173,629 $ 5,158,452 Professional fees 1,078,453 13,900,027 Total $ 34,252,082 $ 19,058,479

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 17 — Subsequent Events On January 9, 2024 the counterparty to the CSED notified us that they were terminating the CSED in accordance with its terms and accordingly would not be advancing any Additional Funds. In accordance with the terms of the CSED, it is not expected that we will have any additional obligations to the Sellers nor do we expect to receive any additional payments or other compensation in the future from the Sellers, although it is possible that based on the performance of our stock price over the Valuation Period as defined in the CSED Seller may in fact be required to make a payment to us under the CSED. On January 2, 2024, African Agriculture, Inc. (“AFRAG”), a wholly owned subsidiary of African Agriculture Holdings Inc., entered into a multi-year supply agreement with Dr. Kahn, a South Korea based diversified holding company, for the supply of alfalfa (the “Offtake Agreement”). Under the terms of the Offtake Agreement, AFRAG will sell to Dr. Kahn up to the entirety of the specific production of the 700 hectares that are currently under development. The price for alfalfa purchased by Dr. Kahn shall be equal to a pre-determined benchmark, subject to periodic adjustments. Dr. Kahn will also be required to pay AFRAG various fees in connection with the Offtake Agreement including, without limitation, payment for costs incurred by AFRAG in connection with shipping logistics. Dr. Kahn will be responsible for any costs and expenses incurred upon arrival of the alfalfa in South Korea, including local taxes, duties or other costs associated with clearance through any applicable customs regime, or any costs associated with the unloading of the alfalfa. Payments to AFRAG under the Offtake Agreement are to be made by Dr. Kahn within 30 days of receipt of the applicable bill of lading for each shipment. The precise delivery schedule is yet to be finalized between the parties. On April 4, 2024, the Company issued a $300,000 Secured Promissory Note. The Secured Promissory Note bears a simple interest rate of fifteen percent (15%) per annum based on a 360-day year. The Promissory Note has a three-year maturity, however, may be called upon 30 days’ notice from the lender after the one-year anniversary of the issuance date. The Secured Promissory Note is secured against various equipment in Senegal. In connection with this loan, the Promissory Note holder received warrants to acquire shares in the Company at $0.30 per share.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (43,061,757)	$ (26,253,497)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Foreign Currency Translation	Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of the Company is the United States dollar. The functional currency of the Company’s subsidiaries located in Senegal and Niger is the West African Franc (“CFA”). For the entities whose functional currencies are the CFA, results of operations and cash flows are translated at average exchange rates during the period (1 CFA=$0.001652 for the year ended December 31, 2023 and 1 CFA=$0.001614 for the year ended December 31, 2022), assets and liabilities are translated at the current exchange rate at the end of the period (1 CFA=$0.001683 at December 31, 2023, and 1 CFA=$0.001628 at December 31, 2022), and equity is translated at blended historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income. Transaction gains and losses are reflected in the consolidated statements of operations.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, contingent liabilities, imputed interest expense and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less. As of December 31, 2023 and December 31, 2022 cash balances were held at JP Morgan Chase and Fidelity Brokerage Service, LLC and in various banks in Senegal and Niger. There were no cash equivalents at December 31, 2023 or December 31, 2022.
Property, plant, and equipment	Property, plant, and equipment Property, plant, and equipment consist of farming and farming support equipment, and office equipment. All property, plant and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property, plant and equipment are depreciated on a straight-line basis over the following periods: Buildings 40 years Irrigation equipment 20 years Industrial equipment 6-10 years Office furniture and equipment 5 years Motor vehicle and transportation equipment 10 years Other equipment 3 years
Leases	Leases The Company determines if an arrangement is a lease at inception. To the extent an arrangement represents a lease, the Company classifies that lease as an operating lease or a finance lease under Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) and its related ASUs (“ASC 842”). The Company capitalizes operating leases on its Consolidated Balance Sheets through a Right-of-Use (“ROU”) asset and a corresponding lease liability. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the operating lease. Operating lease ROU assets and obligations are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term utilizing an interest rate that the Company would have incurred to borrow over a similar term the funds necessary to purchase the leased asset. Operating leases are included in “Operating lease right-of-use assets, net,” “Current portion of operating lease liabilities,” and “Non-current operating lease liabilities” in the Company’s Consolidated Balance Sheets as of December 31, 2023, and December 31, 2022. Lease expense for operating leases is recognized on a straight-line basis over the lease term. For additional information regarding the Company’s leases, see Note 6 — Leases.
Inventory	Inventory Inventories are stated at the lower of cost or net realizable value. Cost is calculated on the basis of the first-in, first-out method; market is based upon estimated replacement costs. Costs included in inventory primarily include the following: cost of seeds, farming inputs such as fertilizer, gypsum, water and fuel as well as inbound freight cost. Each pivot is cleared, treated with fertilizer and various phytosanitary products and seeded ahead of the life cycle of alfalfa, which we currently estimate to be approximately three years. These initial costs are amortized using a straight-line method over that life cycle. The portion of these costs expected to amortize after twelve months is included in long-term inventory.
Intangible Asset	Intangible Asset The intangible asset consists of a land use right of 20,000 hectares provided by way of a Senegal Presidential decree. The value of the intangible was established based on its estimated fair value at the time of the asset purchase of LFT by Agro Industries in 2018. Amortization of the intangible asset is calculated on a straight-line basis over the remaining term of the decree, which at the time of the purchase had 44 38
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There was no impairment charge for the years ended December 31, 2023 or 2022.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments include cash and cash equivalents, receivables, accounts payable and accrued expenses, advances from prospective customers/distributors, amounts due to related parties, notes payable and contingent liabilities. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments. For the periods presented, there were no financial assets or liabilities measured at fair value.
Income Taxes	Income Taxes The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company assumed 6,884,908 warrants, in conjunction with the consummation of the Business Combination in addition to 26,201 warrants issued in connection with Promissory Notes by AAGR in February 2023 The Forward Purchase Agreement, or CSED (defined in Note 1) includes an embedded feature that meets the definition of a derivative in accordance with ASC 815. The FPA contract was determined to be more akin to equity rather than debt and as such the FPA and the associated imbedded derivative was treated as equity. Lastly, we determined that the embedded feature will not require bifurcation as it is clearly and closely related to the equity host As the embedded feature was not bifurcated from the instrument at issuance, it will continue to be reassessed at each reporting date to determine that continued non-bifurcation is appropriate. Based on the performance of the stock and the terms of the CSED, it is not expected, and highly improbable, that Company will receive any additional payments or other compensation in the future from the CSED
Revenue Recognition	Revenue Recognition The Company’s revenue is derived from the sale of agricultural products. The Company recognizes revenue in accordance with ASC 606. To achieve that core principle, the Company applies the following steps: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes its revenue at a point in time when it satisfies a performance obligation and transfers control of the product, primarily bales of alfalfa, to the respective customer. For domestic product sales, the Company meets its performance obligation upon the shipment of the products from its facilities to its customer. For international product sales, the Company meets its performance obligation upon delivery of the products to the customer’s international carrier. The Company does not provide any services to its customers currently. The amount of revenue recognized is based on the fixed transaction price. Contracts for the Company’s products are negotiated on a per-contract basis at a local or regional level. Contracts vary in volume and sometimes price but typically have a single performance obligation, the delivery of bales of alfalfa. The Company’s payment terms vary by the type and location of its customers. The Company receives cash equal to the invoice amount for its product sales, and if credit is provided, payment terms typically range from 30 to 90 days from the date the Company invoices a customer. Since the period between the delivery of the Company’s products and the Company’s receipt of customer payment for these products and services is not expected to exceed one year, the Company has elected not to calculate or disclose a financing component for its customer contracts. The Company did not have any contract assets as of December 31, 2021. The Company’s contract assets at December 31, 2023 and December 31, 2022 consisted of accounts receivable, which totaled $10,796, and $87,755, respectively. The Company has not established an allowance for credit losses for the year ended December 31, 2023 or 2022. In determining an allowance, we would estimate loss rates based upon historical loss experienced and adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables, credit and liquidity quality indicators of customers classes, local behavior, the current and expected future economic and market conditions and balances owed when customers are also suppliers of cost inputs.
Share-based compensation	Share-based compensation The Company measures compensation expense for all stock-based awards in accordance with ASC Topic 718, Compensation — Stock Compensation
Comprehensive Loss	Comprehensive Loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax.
Net Loss per Share	Net Loss per Share Basic net loss per share attributable to common stockholders is derived by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalent, if any. As the Business Combination has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of AFRAG’s. financial statements; The Company’s equity has been retroactively adjusted to the earliest period presented. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details of this Business Combination recapitalization.
Accounting Changes	Accounting Changes Leases — ASC 842 On January 1, 2022, and effective January 1, 2022, the Company adopted ASU 2016-02, “Leases (Topic 842)” using the modified retrospective transition method allowing it to apply the new standard at the adoption date and to recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. Under this transition method, the prior comparative period continues to be reported under the accounting standards in effect for that period. The Company elected to use the package of practical expedients permitted which allows (i) an entity not to reassess whether any expired or existing contracts are or contain leases; (ii) an entity need not reassess the lease classification for any expired or existing leases; and (iii) an entity need not reassess any initial direct costs for any existing leases. The Company made an accounting policy election to adopt the short-term lease exception which allows the Company to not recognize on the balance sheet those leases with terms of 12 months or less resulting in short-term lease payments being recognized in the condensed consolidated statements of income on a straight-line basis over the lease term. All of the Company’s leases were previously classified as operating and are similarly classified as operating lease under the new standard. Adoption of the new standard resulted in recognition of right-of-use assets and related lease liabilities of $2,336,336 as of January 1, 2022. There was no cumulative effect on retained earnings upon adoption. Revenue from Contracts with Customers — ASC 606 The Company adopted ASC 606 — Revenue from Contracts with Customers, Upon adoption of ASC 606, the Company recognizes revenue when the product is received by the customer for domestic transactions or by the customer’s international carrier for its international transactions. The Company believes this better reflects the point at which the customer has control of the product as required by ASC 606. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.
Concentrations of Business Risk	Concentrations of Business Risk Revenue from significant customer, which is defined as 10% or more of total revenue, was as follows: Customer A 29 % Customer B 11 %
Related Parties and Transactions	Related Parties and Transactions The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Company or exercise significant influence over the Company in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis	Property, plant and equipment are depreciated on a straight-line basis over the following periods: Buildings 40 years Irrigation equipment 20 years Industrial equipment 6-10 years Office furniture and equipment 5 years Motor vehicle and transportation equipment 10 years Other equipment 3 years
Schedule of Revenue from Significant Customer	Revenue from significant customer, which is defined as 10% or more of total revenue, was as follows: Customer A 29 % Customer B 11 %

Business Combination (Tables)

Business Combination (Tables)	12 Months Ended
	Dec. 31, 2023
Business Combination [Abstract]
Schedule of the Following Table Reflects the Net Assets Acquired In the Business Combination	The following table reflects the net assets acquired in the Business Combination: Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions, net of transaction costs $ 1,221,806 Prepaid expenses 28,775 Accounts payable (9,756,621 ) Accrued expenses (7,892,578 ) Related party payable to the SPAC Sponsor (1,668,778 ) Net liabilities acquired $ (18,067,396 )
Schedule of the Following Table Reflects Movement in the Consolidated Statements of Cash Flows as a Result	The following table reflects movement in the Consolidated Statements of Cash Flows as a result Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions $ 2,887,743 Less: Cash payment of 10X Capital Venture Acquisition Corp. II transaction costs and payables (1,665,937 ) Net cash from business combination 1,221,806 Cash proceeds from CSED Financing 5,750,000 Less: Cash payment of CSED transaction costs (100,000 ) Net cash proceeds upon the closing of the Business Combination and PIPE financing $ 6,871,806
Schedule of the Following Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination	The following table presents the number of shares of the Company’s Common Stock issued as part of the Business Combination to the SPAC shareholders 10X Capital Venture Acquisition Corp. II non redeemed shares 262,520 Conversion of 1,000,000 10X Capital Venture Acquisition Corp. II Class A shares into Company Common Stock 1,000,000 Conversion of 655,000 10X Capital Venture Acquisition Corp. II units into Company Common Stock (and warrants) 655,000 Conversion of 5,666,667 10X Capital Venture Acquisition Corp. II Class B shares into Company Common Stock 5,666,667 Total 10X Capital Venture Acquisition Corp. II shares 7,584,187 Merger agreement waiver shares 3,000,000 Total shares of Common Stock 10,584,187

Property Plant and Equipment (T

Property Plant and Equipment (Tables)	12 Months Ended
	Dec. 31, 2023
Property Plant and Equipment [Abstract]
Schedule of Property Plant and Equipment, Net	Property plant and equipment, net consists of the following: December 31, December 31, Buildings $ 98,030 $ 94,825 Office furniture and equipment 110,073 105,172 Irrigation and industrial equipment 4,379,527 4,291,465 Motor vehicle and transportation equipment 24,232 20,672 Other equipment 387,511 368,973 Total 4,999,373 4,881,107 Less: accumulated depreciation (2,929,686 ) (2,658,586 ) Property, plant, and equipment, net $ 2,069,687 $ 2,222,521 Depreciation expense $ 235,837 $ 252,603

Prepaids and Other Receivables

Prepaids and Other Receivables (Tables)	12 Months Ended
	Dec. 31, 2023
Prepaids and Other Receivables [Abstract]
Schedule of Prepaids and Other Receivables	December 31, December 31, Prepaid deal expenses to be capitalized on deal consummation $ - $ 794,703 Prepaid insurance 915,956 - Retainers 158,462 195,000 Total $ 1,074,418 $ 989,703

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Schedule of Consolidated Statement of Operations	The associated lease costs have been recognized in our consolidated statement of operations as follows: For the year ended 2023 2022 Operating lease cost $ 373,011 $ 262,257 Short-term lease cost $ — $ 84,179
Schedule of Consolidated Financial Statements	Other information about the lease amounts recognized in our consolidated financial statements is as follows: December 31, December 31, Weighted-average remaining lease term – operating leases 27.2 years 41.9 years Weighted-average incremental borrowing rate – operating leases 11.18 8.68 %
Schedule of Consolidated Balance Sheet	Our lease liabilities as reported on the accompanying consolidated balance sheet consists of the following: December 31, December 31, Gross lease liabilities 20,798,943 $ 8,968,316 Less: Imputed interest 14,119,732 6,601,157 Present value of lease liabilities 6,679,211 $ 2,367,159 Less: current portion of lease liabilities 66,785 14,514 Total long-term lease liabilities 6,612,426 $ 2,352,645
Schedule of Operating Leases	The following summarizes our rent payments for the Fass Lease, the Niger Land Right and the operating leases as of December 31, 2023: 2024 $ 825,657 2025 826,533 2026 827,426 2027 828,338 2028 829,267 Thereafter 16,661,722 $ 20,798,943

Intangible Asset (Tables)

Intangible Asset (Tables)	12 Months Ended
	Dec. 31, 2023
Intangible Asset [Abstract]
Schedule of Intangible Asset Net	The intangible asset, net consists of the following: December 31, December 31, Land use right $ 5,104,546 $ 5,104,546 Less: Accumulated amortization (676,740 ) (560,728 ) Intangible asset, net $ 4,427,806 $ 4,543,818
Scheduled of Amortization of the Land Use Right	Scheduled amortization of the land use right at March 31, 2023 are as follows: 2024 $ 116,012 2025 116,012 2026 116,012 2027 116,012 2028 116,012 Thereafter 3,847,746 $ 4,427,806

Inventory (Tables)

Inventory (Tables)	12 Months Ended
	Dec. 31, 2023
Inventory [Abstract]
Schedule of Recoverability of Inventories	There is no contemplation of any write down of our current inventory. December 31, December 31, 2022 Seed costs, fertilizer, other direct costs to be allocated over cycle – current $ 228,743 $ 221,264 Inventory available for sale 818 61,067 Seed inventory 26,290 28,387 Fertilizer, phytosanitary materials and fuel 8,159 4,131 Inventory – current $ 264,010 $ 314,849 Long term inventory 57,186 276,581 Total inventory $ 321,196 $ 591,430

Related Party Note Payables a_2

Related Party Note Payables and Transactions (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Schedule of Related Party Obligations	The related party obligations of the Company are comprised of the following: December 31, December 31, Global Commodities $ 206,287 $ 108,277 10X Capital SPAC Sponsor II New Note 1,639,188 - Total $ 1,745,475 $ 108,277
Schedule of Related Party Payable Maturity	As of December 31, 2023, the related party payable has the following maturity schedule: 2024 $ 1,639,188 2025 — 2026 — 2027 108,277 2028 98,009 $ 1,745,475
Schedule of Related Party Payables Imputed Interest Rate	The following table summarizes imputed interest to related parties during the year ended December 31, 2023 and 2022. December 31, December 31, Imputed interest rate (SOFR + 2.5%) 7.88 % 6.89 % Imputed interest – additional paid-in-capital $ 57,200 $ 518,582 Amortization of debt discount on Extension Shares $ 751,263 $ -

Seller Note Payable (Tables)

Seller Note Payable (Tables)	12 Months Ended
	Dec. 31, 2023
Seller Note Payable [Abstract]
Schedule of Net of Unamortized Discount and the Unamortized Amendment Fee	The seller note payable is presented net of unamortized discount and the unamortized amendment fee arising from the November 2022 amendment. December 31, December 31, Seller note payable, including 2022 amendment fee $ 2,042,528 $ 1,976,050 Less: unamortized 2022 amendment fee — 311,419 Add: interest on delayed instalment 119,403 — Add: 2023 debt amendment fee 386,274 — Add: 2023 fees 21,692 — Total $ 2,569,897 $ 1,664,631

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Statutory Federal Income Tax Rate	The difference between tax expense and the amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes is as follows: For the Years Ended 2023 2022 Statutory rate applied to pre-tax loss $ (8,803,977 ) $ (5,513,234 ) Foreign exchange rate 66,096 19,863 State taxes (3,772,636 ) (1,021,618 ) Permanent adjustment 1,019,232 3,028,628 Other foreign deferred permanent adjustment (1,583,238 ) 2,060,520 Change in valuation allowance 13,074,523 1,425,841 Provision for income taxes $ — $ —
Schedule of Deferred Tax Assets and Liabilities	The significant components of the Company’s deferred tax assets and liabilities are as follows: For the Years Ended 2023 2022 Deferred tax assets (liabilities): Research and development $ 29,219 $ 31,384 Share based compensation 10,888,795 1,477,283 Net operating loss carryforwards – finite-lived 3,904,725 2,321,121 Net operating loss carryforwards – indefinite-lived 4,740,603 2,659,026 Unrealized gain on foreign currency exchange 22,636 22,636 Valuation allowance (19,585,978 ) (6,511,450 ) Deferred tax assets, net of valuation allowance $ — $ —

Employee and Non-Employee Sha_2

Employee and Non-Employee Share Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2023
Employee and Non-Employee Share Based Compensation [Abstract]
Schedule of Stock Award Activity and Related	A summary of stock award activity and related information is as follows, as adjusted for the conversion mechanism described above: Number of Weighted Average Remaining Grant Date Plan Awards: Employees: Nonvested at January 1, 2022 — — — Awarded during 2022 2,127,389 * 2.72 $ 24,374,960 Nonvested at January 1, 2023 2,127,389 2.56 24,374,960 Awarded during the period 5,611,707 3.39 55,855,229 Vested during the period — — — Forfeited, canceled, or expired — — — Nonvested – December 31, 2023 7,739,096 2.84 $ 80,230,189 Non-employees: Nonvested at January 1, 2022 — — — Awarded during 2022 307,387 * 3.54 $ 3,521,940 Nonvested at January 1, 2023 307,387 3.38 3,521,940 Awarded during the period 195,065 2.09 1,950,655 Vested during the period — — — Forfeited, canceled, or expired — — — Nonvested – December 31, 2023 502,452 2.28 $ 5.472,595 Awards outside of the Plan: Employees: Nonvested at January 1, 2022 — — — Awarded during 2022 2,356,497 * 1.33 27,000,000 Nonvested – at January 1, 2023 2,356,497 1.17 $ 27,000,000 Awarded during the period — — — Vested during the period — — — Forfeited, canceled, or expired — — — Nonvested – December 31, 2023 2,356,497 0.17 $ 27,000,000 ● Adjusted for the Business Combination merger consideration conversion ratio
Schedule of Share-Based Compensation Expense Recognized in the Statement of Operations	The table below shows share-based compensation expense recognized in the statement of operations for the years ended December 31: 2023 2022 Share based compensation expense: Employee compensation $ 33,173,629 $ 5,158,452 Professional fees 1,078,453 13,900,027 Total $ 34,252,082 $ 19,058,479

Organization and Description _2

Organization and Description of Business (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Mar. 31, 2021	Feb. 28, 2018	Jan. 15, 2018
Organization and Description of Business [Line Items]
Net loss	$ (43,061,757)	$ (26,253,497)
Cash used in continuing operations	4,000,000	2,700,000
Additional funds in aggregate tranche	11,500,000
Agro Industries Corp [Member]
Organization and Description of Business [Line Items]
Ownership percentage						100%
LFT [Member]
Organization and Description of Business [Line Items]
Ownership percentage				100%
African Agriculture Niger SA [Member]
Organization and Description of Business [Line Items]
Ownership percentage			100%
Net loss	$ 43,100,000	$ 26,300,000
Agro Industries Corp [Member]
Organization and Description of Business [Line Items]
Percentage of outstanding equity					91%
AFRAG [Member]
Organization and Description of Business [Line Items]
Business combination, voting interest percentage	59.60%
First Tranche [Member]
Organization and Description of Business [Line Items]
Additional funds in aggregate tranche	$ 5,750,000
Second Tranche [Member]
Organization and Description of Business [Line Items]
Additional funds in aggregate tranche	1,437,500
Third Tranche [Member]
Organization and Description of Business [Line Items]
Additional funds in aggregate tranche	1,437,500
Fourth Tranche [Member]
Organization and Description of Business [Line Items]
Additional funds in aggregate tranche	1,437,500
Fifth Tranche [Member]
Organization and Description of Business [Line Items]
Additional funds in aggregate tranche	$ 1,437,500

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Jan. 01, 2022 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Exchange rate	0.001652	0.001614
Estimate years	3 years
Hectares	20,000
Intangible remaining term	38 years
Warrant assumed (in Shares)	6,884,908
Exercise price per share (in Dollars per share) | $ / shares	$ 11.5
Account receivable (in Dollars) | $	$ 10,796	$ 87,755
Outstanding warrants (in Shares)	6,666,575
Purchase share (in Shares)	1
Lease liabilities (in Dollars) | $			$ 2,336,336
Assets and Liabilities [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Exchange rate	0.001683	0.001628
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Intangible remaining term	44 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Intangible remaining term	50 years
Accounts Receivable [Member] | Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenue percentage	10%
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant issued (in Shares)	26,201
Exercise price per share (in Dollars per share) | $ / shares	$ 11.5
Outstanding warrants (in Shares)	6,911,109
Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Exercise price per share (in Dollars per share) | $ / shares	$ 11.5
CFA [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Exchange rate	1	1
CFA [Member] | Assets and Liabilities [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Exchange rate	1	1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis	Dec. 31, 2023
Buildings [Member]
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items]
Property, plant and equipment useful lives	40 years
Irrigation equipment [Member]
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items]
Property, plant and equipment useful lives	20 years
Industrial equipment [Member] | Minimum [Member]
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items]
Property, plant and equipment useful lives	6 years
Industrial equipment [Member] | Maximum [Member]
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items]
Property, plant and equipment useful lives	10 years
Office furniture and equipment [Member]
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items]
Property, plant and equipment useful lives	5 years
Motor vehicle and transportation equipment [Member]
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items]
Property, plant and equipment useful lives	10 years
Other equipment [Member]
Schedule of Property, Plant and Equipment are Depreciated on a Straight-Line Basis [Line Items]
Property, plant and equipment useful lives	3 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Revenue from Significant Customer - Accounts Receivable [Member]	12 Months Ended
	Dec. 31, 2023
Customer Concentration Risk [Member] | Customer A [Member]
Schedule of Revenue from Significant Customer [Abstract]
Concentration risk, percentage	29%
Credit Concentration Risk [Member] | Customer B [Member]
Schedule of Revenue from Significant Customer [Abstract]
Concentration risk, percentage	11%

Business Combination (Details)

Business Combination (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Business Combination (Details) [Line Items]
Aggregate amount	$ 450,000,000
Additional shares (in Shares) | shares	3,000,000
Additional fund	$ 11,500,000
Seller have registered shares (in Shares) | shares	11,500,000
Aggregate of shares (in Shares) | shares	11,597,408
Net cash proceeds	$ 6,871,806
First Tranche [Member]
Business Combination (Details) [Line Items]
Funded in accordance	5,750,000
Second Tranche [Member]
Business Combination (Details) [Line Items]
Funded in accordance	1,437,500
Third Tranche [Member]
Business Combination (Details) [Line Items]
Funded in accordance	1,437,500
Fourth Tranche [Member]
Business Combination (Details) [Line Items]
Funded in accordance	1,437,500
Fifth Tranche [Member]
Business Combination (Details) [Line Items]
Funded in accordance	$ 1,437,500
Capital Venture Acquisition Corp [Member]
Business Combination (Details) [Line Items]
Stock of per share (in Dollars per share) | $ / shares	$ 0.0001
African Agriculture Holdings Inc. [Member]
Business Combination (Details) [Line Items]
Stock of per share (in Dollars per share) | $ / shares	$ 10
Shares issued (in Shares) | shares	1,233,167

Business Combination (Details)

Business Combination (Details) - Schedule of Net Assets Acquired In the Business Combination	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Net Assets Acquired In the Business Combination [Abstract]
Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions, net of transaction costs	$ 1,221,806
Prepaid expenses	28,775
Accounts payable	(9,756,621)
Accrued expenses	(7,892,578)
Related party payable to the SPAC Sponsor	(1,668,778)
Net liabilities acquired	$ (18,067,396)

Business Combination (Details_2

Business Combination (Details) - Schedule of Movement in the Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Movement in the Consolidated Statements of Cash Flows [Abstract]
Cash proceeds from 10X Capital Venture Acquisition Corp. II, net of redemptions	$ 2,887,743
Less: Cash payment of 10X Capital Venture Acquisition Corp. II transaction costs and payables	(1,665,937)
Net cash from business combination	1,221,806
Cash proceeds from CSED Financing	5,750,000
Less: Cash payment of CSED transaction costs	(100,000)
Net cash proceeds upon the closing of the Business Combination and PIPE financing	$ 6,871,806

Business Combination (Details_3

Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination	12 Months Ended
	Dec. 31, 2023 shares
Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination [Line Items]
10X Capital Venture Acquisition Corp. II non redeemed shares	262,520
Total 10X Capital Venture Acquisition Corp. II shares	7,584,187
Merger agreement waiver shares	3,000,000
Total shares of Common Stock	10,584,187
Warrant [Member]
Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination [Line Items]
Conversion of 10X Capital Venture Acquisition Corp. II Common Stock	655,000
Class A Common Stock [Member]
Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination [Line Items]
Conversion of 10X Capital Venture Acquisition Corp. II Common Stock	1,000,000
Class B Ordinary Shares [Member]
Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination [Line Items]
Conversion of 10X Capital Venture Acquisition Corp. II Common Stock	5,666,667

Business Combination (Details_4

Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination (Parentheticals) - shares	Dec. 31, 2023	Dec. 31, 2022
Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination (Parentheticals) [Line Items]
Company Common Stock	57,866,830	39,141,705
Warrant [Member]
Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination (Parentheticals) [Line Items]
Company Common Stock	655,000
Class A Common Stock [Member]
Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination (Parentheticals) [Line Items]
Company Common Stock	1,000,000
Class B Ordinary Shares [Member]
Business Combination (Details) - Schedule of Table Presents the Number of Shares of the Company’s Common Stock Issued as Part of the Business Combination (Parentheticals) [Line Items]
Company Common Stock	5,666,667

Property Plant and Equipment (D

Property Plant and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property Plant and Equipment [Abstract]
Sales of assets		$ 153,978

Property Plant and Equipment _2

Property Plant and Equipment (Details) - Schedule of Property Plant and Equipment, Net - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	$ 4,999,373	$ 4,881,107
Less: accumulated depreciation	(2,929,686)	(2,658,586)
Property, plant, and equipment, net	2,069,687	2,222,521
Depreciation expense	235,837	252,603
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	98,030	94,825
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	110,073	105,172
Irrigation and Industrial Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	4,379,527	4,291,465
Motor Vehicle and Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	24,232	20,672
Other Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	$ 387,511	$ 368,973

Prepaids and Other Receivable_2

Prepaids and Other Receivables (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Prepaids and Other Receivables [Abstract]
Other receivables	$ 1,063,797	$ 103,115

Prepaids and Other Receivable_3

Prepaids and Other Receivables (Details) - Schedule of Prepaids and Other Receivables - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Prepaids and Other Receivables [Abstract]
Prepaid deal expenses to be capitalized on deal consummation		$ 794,703
Prepaid insurance	915,956
Retainers	158,462	195,000
Total	$ 1,074,418	$ 989,703

Leases (Details)

Leases (Details) - USD ($)		12 Months Ended
	Nov. 27, 2021	Dec. 31, 2023	Dec. 31, 2022
Leases (Details) [Line Items]
Analysis of borrowing rates		6.25%
Hectares		5,000
Year term	49 years	20 years
Planting of hectares	$ 1,100,000
Aggregate of hectares	2,200,000
Agreement to pay	86,000
Payment amount will increase	1,100,000
Additional agreement	$ 129,000
Percentage of lease		11.18%	8.68%
Agreed to invest		$ 30,000,000
Annual cost of hectares		$ 300
Percentage of annual net profits		5%
Annual minimum payment		$ 122,000
Lease rate for lease		$ 11,200
Hectares of Land [Member]
Leases (Details) [Line Items]
Hectares		1,626
Gie Dynn [Member]
Leases (Details) [Line Items]
Hectares		1,626
Operating Leases [Member]
Leases (Details) [Line Items]
Hectares		2,033
Year term		15 years
Percentage of lease		80%
Operating Leases [Member] | Project Over [Member]
Leases (Details) [Line Items]
Year term		20 years
Operating Leases [Member] | Gie Dynn [Member]
Leases (Details) [Line Items]
Hectares		1,626

Leases (Details) - Schedule of

Leases (Details) - Schedule of Consolidated Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Consolidated Statement of Operations [Line Items]
Operating lease cost	$ 373,011	$ 262,257
Short-term lease cost		$ 84,179

Leases (Details) - Schedule _2

Leases (Details) - Schedule of Consolidated Financial Statements	Dec. 31, 2023	Dec. 31, 2022
Schedule of Consolidated Financial Statements [Line Items]
Weighted-average remaining lease term – operating leases	27 years 2 months 12 days	41 years 10 months 24 days
Weighted-average incremental borrowing rate – operating leases	11.18%	8.68%

Leases (Details) - Schedule _3

Leases (Details) - Schedule of Consolidated Balance Sheet - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Consolidated Balance Sheet [Line Items]
Gross lease liabilities	$ 20,798,943	$ 8,968,316
Less: Imputed interest	14,119,732	6,601,157
Present value of lease liabilities	6,679,211	2,367,159
Less: current portion of lease liabilities	66,785	14,514
Total long-term lease liabilities	$ 6,612,426	$ 2,352,645

Leases (Details) - Schedule _4

Leases (Details) - Schedule of Operating Leases - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Operating Leases [Line Items]
2024	$ 825,657
2025	826,533
2026	827,426
2027	828,338
2028	829,267
Thereafter	16,661,722
Total	$ 20,798,943	$ 8,968,316

Intangible Asset (Details) - Sc

Intangible Asset (Details) - Schedule of Intangible Asset Net - USD ($)	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Schedule of Intangible Asset Net [Abstract]
Land use right	$ 5,104,546		$ 5,104,546
Less: Accumulated amortization	(676,740)		(560,728)
Intangible asset, net	$ 4,427,806	$ 4,427,806	$ 4,543,818

Intangible Asset (Details) - _2

Intangible Asset (Details) - Scheduled of Amortization of the Land Use Right - USD ($)	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Scheduled of Amortization of The Land Use Right [Abstract]
2024		$ 116,012
2025		116,012
2026		116,012
2027		116,012
2028		116,012
Thereafter		3,847,746
Total	$ 4,427,806	$ 4,427,806	$ 4,543,818

Inventory (Details) - Schedule

Inventory (Details) - Schedule of Recoverability of Inventories - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Recoverability of Inventories [Line Items]
Seed costs, fertilizer, other direct costs to be allocated over cycle – current	$ 228,743	$ 221,264
Inventory available for sale	818	61,067
Seed inventory	26,290	28,387
Fertilizer, phytosanitary materials and fuel	8,159	4,131
Inventory – current	264,010	314,849
Long term inventory	57,186	276,581
Total inventory	$ 321,196	$ 591,430

Related Party Note Payables a_3

Related Party Note Payables and Transactions (Details) - USD ($)	1 Months Ended		12 Months Ended
	May 31, 2023	Aug. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	May 30, 2023	Jan. 31, 2023
Related Party Note Payables and Transactions [Line Items]
Related party loan			$ (1,665,937)
Promissory note			450,000,000
Notes issued			113,925	$ 263,321
Note drawn limit	$ 750,000
Outstanding notes			1,639,188	41,425
Consulting payments received			87,000	204,000
Lease rate		$ 10,677
Common Stock [Member]
Related Party Note Payables and Transactions [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001
Class B ordinary shares [Member]
Related Party Note Payables and Transactions [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001
Global Commodities & Investments Ltd [Member]
Related Party Note Payables and Transactions [Line Items]
Related party loan				16,130,522
Repayment of shares				$ 16,130,522
VCXA Merger Agreement [Member]
Related Party Note Payables and Transactions [Line Items]
Promissory note					$ 225,000
Capital SPAC Sponsor II New Note [Member]
Related Party Note Payables and Transactions [Line Items]
Notes issued	$ 62,000		$ 338,879
Related Party [Member]
Related Party Note Payables and Transactions [Line Items]
Interest rate			2.50%
Sponsor [Member]
Related Party Note Payables and Transactions [Line Items]
Promissory note						$ 225,000

Related Party Note Payables a_4

Related Party Note Payables and Transactions (Details) - Schedule of Related Party Obligations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Guarantor Obligations [Line Items]
Related party obligations	$ 1,745,475	$ 108,277
Global Commodities [Member]
Guarantor Obligations [Line Items]
Related party obligations	206,287	108,277
10X Capital SPAC Sponsor II New Note [Member]
Guarantor Obligations [Line Items]
Related party obligations	$ 1,639,188

Related Party Note Payables a_5

Related Party Note Payables and Transactions (Details) - Schedule of Related Party Payable Maturity	Dec. 31, 2023 USD ($)
Schedule of Related Party Payable Maturity [Abstract]
2024	$ 1,639,188
2025
2026
2027	108,277
2028	98,009
Total	$ 1,745,475

Related Party Note Payables a_6

Related Party Note Payables and Transactions (Details) - Schedule of Related Party Payables Imputed Interest Rate - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Related Party Payables Imputed Interest Rate [Abstract]
Imputed interest rate (SOFR + 2.5%)	7.88%	6.89%
Imputed interest – additional paid-in-capital	$ 57,200	$ 518,582
Amortization of debt discount on Extension Shares	$ 751,263

Related Party Note Payables a_7

Related Party Note Payables and Transactions (Details) - Schedule of Related Party Payables Imputed Interest Rate (Parentheticals)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Related Party Payables Imputed Interest Rate [Abstract]
Secured overnight financing rate	2.50%	2.50%

Seller Note Payable (Details)

Seller Note Payable (Details) - USD ($)		1 Months Ended	12 Months Ended
	Nov. 01, 2023	May 31, 2023	Dec. 31, 2023
Seller Note Payable [Abstract]
Percentage of agreed to Pay		6.30%
Additional payable	$ 386,274
Agreed to pay fees			$ 21,700

Seller Note Payable (Details) -

Seller Note Payable (Details) - Schedule of Net of Unamortized Discount and the Unamortized Amendment Fee - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Net of Unamortized Discount and the Unamortized Amendment Fee [Abstract]
Seller note payable, including 2022 amendment fee	$ 2,042,528	$ 1,976,050
Less: unamortized 2022 amendment fee		311,419
Add: interest on delayed instalment	119,403
Add: 2023 debt amendment fee	386,274
Add: 2023 fees	21,692
Total	$ 2,569,897	$ 1,664,631

Income Tax (Details)

Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%
Change in valuation allowance for deferred taxes	$ 13,074,523	$ 1,425,841
Federal net operating loss carryforwards	10,400,000	5,200,000
Foreign net operating loss carryforwards	17,800,000	$ 11,100,000
Total foreign net operating loss carryforwards	$ 8,500,000

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of Statutory Federal Income Tax Rate - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Statutory Federal Income Tax Rate Abstract
Statutory rate applied to pre-tax loss	$ (8,803,977)	$ (5,513,234)
Foreign exchange rate	66,096	19,863
State taxes	(3,772,636)	(1,021,618)
Permanent adjustment	1,019,232	3,028,628
Other foreign deferred permanent adjustment	(1,583,238)	2,060,520
Change in valuation allowance	13,074,523	1,425,841
Provision for income taxes

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets (liabilities):
Research and development	$ 29,219	$ 31,384
Share based compensation	10,888,795	1,477,283
Net operating loss carryforwards – finite-lived	3,904,725	2,321,121
Net operating loss carryforwards – indefinite-lived	4,740,603	2,659,026
Unrealized gain on foreign currency exchange	22,636	22,636
Valuation allowance	(19,585,978)	(6,511,450)
Deferred tax assets, net of valuation allowance

Debt (Details)

Debt (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Debt [Line Items]
Simple interest rate		12%
Percentage of discount	20%
Convertible promissory notes	$ 0	$ 1,969,321
Short term notes issued	284,852
Short term notes	530,000
Short term notes outstanding	341,277	586,425
Convertible Debt [Member]
Debt [Line Items]
Convertible promissory notes	$ 583,262
Interest rate	16%
Promissory Note [Member]
Debt [Line Items]
Interest rate	2.50%
Promissory notes issued	$ 300,000
Shares issued (in Shares)	26,201
Price per share (in Dollars per share)	$ 11.5
Related Party [Member]
Debt [Line Items]
Convertible promissory notes	$ 263,000
Short term notes outstanding	$ 113,925	$ 41,425

Commitments (Details)

Commitments (Details)	May 14, 2022 USD ($) ha
Commitments and Contingencies [Line Items]
Forest reserves for a total area (in Hectares) | ha	624,568
Agreed to distribute percent	10%
Agriculture allocate amount (in Dollars) | $	$ 80,000
Agreement tenure	25 years
Extended for agreement	20 years

Contingent Liabilities (Details

Contingent Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Contingent Liabilities [Abstract]
Accrual for contingent liabilities	$ 2,332,801	$ 2,271,181

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	300,000,000	70,000,000
Preferred stock shares authorized	50,000,000
Preferred stock, par value (in Dollars per share)	$ 1
Warrant outstanding	6,666,575
Warrants	6,884,908
Price of per warrant (in Dollars per share)	$ 0.01
Warrant exercisable (in Dollars per share)	$ 11.5
Private placement warrants	26,201
Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants	6,666,575
Exercise price per share (in Dollars per share)	$ 11.5
Newly issued price per share (in Dollars per share)	$ 18
Percentage of equity proceeds	3%
Class A Ordinary Shares [Member]
Stockholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	350,000,000
Class A Ordinary Shares [Member] | Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares voting rights	one
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Ordinary shares, shares authorized	300,000,000
Warrant exercisable (in Dollars per share)	$ 11.5
Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares authorized	50,000,000
Private Placement [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants	244,534
Business Combination [Member] | Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Business combination price (in Dollars per share)	$ 30

Employee and Non-Employee Sha_3

Employee and Non-Employee Share Based Compensation (Details) - USD ($)		12 Months Ended
	Nov. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Employee and Non-Employee Share Based Compensation (Details) [Line Items]
Board of Directors			2,885,640
Number of grant shares	9,500,000
Grant and expire		10 years
Incentive stock awards		100%
Stock awards per share (in Dollars per share)			$ 10
Grant fair value of stock awards (in Dollars per share)	$ 8.73
Share-based compensation cost (in Dollars)		$ 73,128,693
Restricted Stock Units (RSUs) [Member]
Employee and Non-Employee Share Based Compensation (Details) [Line Items]
Grant and expire		2 years 73 days
Award outside of plan		2,700,000

Employee and Non-Employee Sha_4

Employee and Non-Employee Share Based Compensation (Details) - Schedule of Stock Award Activity - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022		Dec. 31, 2021
Share-Based Payment Arrangement, Employee [Member]
Employees:
Number of RSUs, Outstanding	2,356,497	2,356,497
Weighted average remaining contractual term (in years), Outstanding	2 months 1 day	1 year 2 months 1 day
Grant Date Fair Value, Outstanding	$ 27,000,000	$ 27,000,000
Number of RSUs, Awarded during		2,356,497	[1]
Weighted average remaining contractual term (in years), Awarded during		1 year 3 months 29 days
Grant Date Fair Value, Awarded during		$ 27,000,000
Number of RSUs, Vested during the period
Weighted average remaining contractual term (in years) ,Vested during the period
Grant Date Fair Value, Vested during the period
Number of RSUs, Forfeited, canceled, or expired
Weighted average remaining contractual term (in years), Forfeited, canceled, or expired
Grant Date Fair Value, Forfeited, canceled, or expired
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member]
Employees:
Number of RSUs, Outstanding	7,739,096	2,127,389
Weighted average remaining contractual term (in years), Outstanding	2 years 10 months 2 days	2 years 6 months 21 days
Grant Date Fair Value, Outstanding	$ 80,230,189	$ 24,374,960
Number of RSUs, Awarded during	5,611,707	2,127,389	[1]
Weighted average remaining contractual term (in years), Awarded during	3 years 4 months 20 days	2 years 8 months 19 days
Grant Date Fair Value, Awarded during	$ 55,855,229	$ 24,374,960
Number of RSUs, Vested during the period
Weighted average remaining contractual term (in years) ,Vested during the period
Grant Date Fair Value, Vested during the period
Number of RSUs, Forfeited, canceled, or expired
Weighted average remaining contractual term (in years), Forfeited, canceled, or expired
Grant Date Fair Value, Forfeited, canceled, or expired
Restricted Stock [Member] | Share-Based Payment Arrangement, Nonemployee [Member]
Employees:
Number of RSUs, Outstanding	502,452	307,387
Weighted average remaining contractual term (in years), Outstanding	2 years 3 months 10 days	3 years 4 months 17 days
Grant Date Fair Value, Outstanding	$ 5.472595	$ 3,521,940
Number of RSUs, Awarded during	195,065	307,387	[1]
Weighted average remaining contractual term (in years), Awarded during	2 years 1 month 2 days	3 years 6 months 14 days
Grant Date Fair Value, Awarded during	$ 1,950,655	$ 3,521,940
Number of RSUs, Vested during the period
Weighted average remaining contractual term (in years) ,Vested during the period
Grant Date Fair Value, Vested during the period
Number of RSUs, Forfeited, canceled, or expired
Weighted average remaining contractual term (in years), Forfeited, canceled, or expired
Grant Date Fair Value, Forfeited, canceled, or expired
[1] Adjusted for the Business Combination merger consideration conversion ratio

Employee and Non-Employee Sha_5

Employee and Non-Employee Share Based Compensation (Details) - Schedule of Share-Based Compensation Expense - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Share-Based Compensation Expense [Line Items]
Total Share-based Compensation Expense	$ 34,252,082	$ 19,058,479
Employee compensation [Member]
Schedule of Share-Based Compensation Expense [Line Items]
Total Share-based Compensation Expense	33,173,629	5,158,452
Professional fees [Member]
Schedule of Share-Based Compensation Expense [Line Items]
Total Share-based Compensation Expense	$ 1,078,453	$ 13,900,027

Subsequent Events (Details)

Subsequent Events (Details)	Apr. 04, 2024 USD ($) $ / shares shares	Jan. 02, 2024 ha
Subsequent Events (Details) [Line Items]
Under development area | ha		700
Forecast [Member]
Subsequent Events (Details) [Line Items]
Secured promissory note | $	$ 300,000
Interest rate	15%
Warrants to acquire | shares	200,000
Price per share | $ / shares	$ 0.3