UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2012
CULLEN AGRICULTURAL HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-53806 | 27-0863248 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1431 N Jones Plantation Road, Millen, Georgia | 30442 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (706) 621-6737
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On March 5, 2012, Cullen Agricultural Holding Corp. (the “Company”) entered into a Sales Contract (“Agreement”) with Patrick and Sherry Farrell (collectively, the “Buyer”) pursuant to which the Company will sell to the Buyer approximately 1,035 acres of land. Pursuant to the Agreement, the Company will lease the land to the Buyer for $76,000 for the remainder of the 2012 crop year and then the Buyer will purchase the land for approximately $1,524,000, of which approximately $50,000 was paid on signing (and is nonrefundable after March 15, 2012) and the balance would be due on closing, which is expected to occur on or before April 15, 2012. The number of acres being sold represents all of the remaining acres of land currently owned by the Company and not under contract for sale. The closing of the sale is subject to stockholder approval.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 6, 2012
| CULLEN AGRICULTURAL HOLDING CORP | |||
| By: | /s/ Eric J. Watson | ||
| Name: | Eric J. Watson | ||
| Title: | Chief Executive Officer | ||
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