Financial Performance - As of March 31, 2025, the company reported a net income of $4,017,775, which included $3,977,942 of interest on the Trust Account[113]. - The company had a cash balance of $1 and a working capital deficit of $10,259,448 as of March 31, 2025[114]. - The company generated non-operating income from interest on marketable securities but has not engaged in any operations or generated revenues to date[112]. Public Offering - The company completed its Public Offering on November 13, 2023, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, incurring transaction costs of approximately $20.4 million[106]. - The underwriters received an underwriting discount of $6,900,000 and deferred underwriting commissions of approximately $12,075,000, contingent upon the completion of a business combination[119][120]. - Offering costs allocated to Class A ordinary shares were charged to temporary equity, while those allocated to Warrants were charged to shareholders' equity[124]. Business Viability - The company has until November 13, 2025, to complete a business combination or cease operations, raising substantial doubt about its ability to continue as a going concern if a business combination is not consummated[117]. Administrative Expenses - The company incurred $30,000 in administrative fees for both the three months ended March 31, 2025, and 2024, under an agreement for office and administrative support[121]. - The company has incurred expenses related to being a public company and due diligence for prospective acquisition candidates[112]. Financing and Capital Structure - The company issued a Working Capital Note for $1,500,000 to Warrant Holdings Sponsor, which is repayable upon consummation of an initial business combination[122]. - The company placed approximately $345.0 million in a Trust Account, invested in U.S. government securities, until the completion of its initial business combination[108]. Compliance and Reporting - The Company complies with ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A regarding offering costs, which primarily consist of professional and registration fees related to the Public Offering[124]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[127]. - As an emerging growth company, the Company is exempt from certain reporting requirements, including auditor's attestation on internal controls and CEO compensation disclosures[128]. - The Company did not have any off-balance sheet arrangements as of the date of the Quarterly Report on Form 10-Q[126]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[130].

Financial Performance - As of December 31, 2024, the company reported a net income of $8,363,892, consisting of general and administrative expenses of $10,241,431, offset by $18,605,323 of interest on the Trust Account [308]. - For the year ended December 31, 2024, the company reported a net income of $8,363,892, with cash used in operating activities amounting to $1 [310]. - The company incurred $120,000 in administrative fees for the year ended December 31, 2024, compared to $15,000 in 2023 [316]. - The company has incurred significant costs related to its financing and acquisition plans, which may impact future liquidity [312]. Capital Raising Activities - The company completed its Public Offering on November 13, 2023, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, incurring transaction costs of approximately $20.4 million [288]. - The company sold 9,400,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $9.4 million, including the full exercise of the underwriters' option for an additional 900,000 warrants [289]. - An underwriting discount of $0.20 per Unit was paid, totaling $6,900,000 upon closing of the Public Offering [314]. - Deferred underwriting commissions of approximately $12,075,000 will be payable to underwriters upon completion of an initial business combination [315]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and searching for a target business for an initial business combination [307]. - The company intends to capitalize on the Sponsor Entities' platforms to identify and acquire a business focused on decarbonizing the agriculture sector [287]. - The company is currently discussing the best path forward for the Business Combination in light of volatile equity market conditions, including the possibility of mutually terminating the Business Combination Agreement [306]. - The company plans to enter into a Buy Back Agreement to buy back Outstanding Company Shares for cash following shareholder approval [304]. Financial Position and Concerns - The company had a cash balance of $1 and a working capital deficit of $3,350,028 as of December 31, 2024 [309]. - As of December 31, 2024, the outstanding balance under the Working Capital Note was $838,405, with a principal amount of $1,500,000 issued for financing [317]. - The company has until November 13, 2025, to complete a business combination or cease operations, raising substantial doubt about its ability to continue as a going concern if not completed [312]. Regulatory and Accounting Matters - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [326]. - The company has no off-balance sheet arrangements as of the date of the Annual Report [325]. - The company has identified critical accounting estimates related to the valuation of warrants and the allocation of proceeds from the Public Offering [320]. Future Plans - If the company fails to complete an initial business combination by November 13, 2025, it will redeem public shares at a per-share price equal to the amount in the Trust Account [291]. - The company will file a Resale Registration Statement within 15 days after the Business Combination Closing to register the resale of certain securities held by existing securityholders [300].

Public Offering and Financial Proceeds - The company completed its Public Offering on November 13, 2023, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, incurring transaction costs of approximately $20.4 million[83]. - Approximately $345.0 million of the net proceeds from the Public Offering and certain proceeds from the Private Placement were placed in a Trust Account, invested in U.S. government securities with a maturity of 185 days or less[86]. - If the company fails to complete an initial business combination by November 13, 2025, it will redeem Public Shares at a per-share price equal to the amount in the Trust Account, subject to certain deductions[87]. - On November 13, 2023, the company paid an underwriting discount of $6,900,000 upon closing of the Public Offering[108]. Business Combination Agreement - The company entered into a Business Combination Agreement on August 28, 2024, involving a merger with Agriculture & Natural Solutions Company Limited and other parties, which will result in the issuance of NewCo Ordinary Shares[88]. - The Sponsor agreed to waive anti-dilution rights and vote in favor of the Business Combination, while also committing not to redeem any Company Ordinary Shares in connection with the shareholder approval[89]. - A Lock-Up Agreement will be established for AFA Shareholders participating in the Contributions, restricting the sale of NewCo securities for six months post-Closing[92]. - NewCo will file a Resale Registration Statement within 15 calendar days after the Closing to register the resale of certain securities held by existing securityholders[93]. - A Buy Back Agreement will be executed following the Contributions, allowing AFA to buy back and cancel Outstanding Company Shares for cash[97]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $490,583, with general and administrative expenses of $4,339,078, offset by $4,829,661 of interest on the Trust Account[100]. - For the nine months ended September 30, 2024, the company reported a net income of $6,869,813, consisting of general and administrative expenses of $7,403,914, offset by $14,273,727 of interest on the Trust Account[100]. - As of September 30, 2024, the company had a cash balance of $1 and a working capital deficit of $2,139,023[102]. - Cash used in operating activities for the nine months ended September 30, 2024, was $1, which included a net income of $6,869,813 and changes in operating assets and liabilities of $5,749,722[103]. - The company incurred $90,000 in administrative fees for the nine months ended September 30, 2024, compared to $0 for the same period in 2023[110]. Funding and Financial Obligations - The company has access to funds from the Sponsor, which are sufficient to fund working capital needs until the earlier of the consummation of the business combination or one year from the date of the financial statements[106]. - The company issued an unsecured promissory note in the principal amount of $1,500,000 to Warrant Holdings Sponsor, which is repayable upon consummation of an Initial Business Combination[111]. - As of September 30, 2024, there were no Working Capital Loans outstanding, but on October 30, 2024, the company borrowed $393,701.70 under the Working Capital Note[104]. - The company may need to obtain additional financing to complete an initial business combination or due to obligations to redeem a significant number of its Public Shares[104].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $2,242,550, consisting of general and administrative expenses of $2,513,578, offset by $4,756,128 of interest on the Trust Account[78]. - The company reported cash used in operating activities of $422,554 for the six months ended June 30, 2024, with net income of $6,379,230 offset by changes in operating assets and liabilities[80]. - The company incurred $60,000 in administrative fees for the six months ended June 30, 2024, compared to $0 for the same period in 2023[85]. - The company has no revenues to date and does not expect to generate operating revenues until after completing an initial business combination[77]. Public Offering and Trust Account - The company completed its Public Offering on November 13, 2023, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, incurring transaction costs of approximately $20.4 million[72]. - The company has placed approximately $345.0 million of net proceeds from the Public Offering into a Trust Account, invested in U.S. government securities[75]. - If the company fails to complete an initial business combination by November 13, 2025, it will cease operations and redeem Public Shares at a per-share price equal to the amount in the Trust Account[76]. Liquidity and Financing - As of June 30, 2024, the company had a working capital deficit of $79,964 and no cash on hand, relying on net proceeds from the Public Offering and the sale of Private Placement Warrants for liquidity needs[79]. - The company may need to obtain additional financing to complete an initial business combination or to redeem a significant number of Public Shares[81]. - The company has access to funds from its Sponsor, which is expected to cover working capital needs until the completion of a business combination or one year from the date of the financial statements[82].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41861 Agriculture & Natural Solutions Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Isl ...

Financial Performance - For the year ended December 31, 2023, the company reported a net income of $1,305,390, which included general and administrative expenses of $1,151,448 and interest income of $2,456,838 [271]. - As of December 31, 2023, the company had a cash balance of $284,783 and working capital of $526,117, with cash used in operating activities amounting to $1,181,777 [273][274]. - The company incurred $15,000 in administrative fees for the year ended December 31, 2023, under an agreement to pay $10,000 per month for administrative services [280]. - The underwriters received an underwriting discount of $6,900,000 and deferred underwriting commissions of approximately $12,075,000, contingent upon the completion of an initial business combination [278][279]. - The company has not generated any operating revenues to date and does not expect to do so until after completing an initial business combination [270]. Public Offering - The company completed its Public Offering on November 13, 2023, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, with transaction costs of approximately $20.4 million [266]. - The company has placed approximately $345.0 million of net proceeds from the Public Offering into a Trust Account, invested in U.S. government securities [268]. Future Operations - If the company fails to complete an initial business combination by November 13, 2025, it will cease operations and redeem public shares at a price equal to the amount in the Trust Account [269]. - The company has the option to obtain Working Capital Loans up to $1,500,000 from its officers, directors, and initial shareholders if needed [275]. - The company intends to focus on acquiring businesses that decarbonize the traditional agriculture sector and enhance natural capital at scale, leveraging the expertise of its Sponsor Entities [265].

Financial Performance - The company reported a net loss of $698 for the nine months ended September 30, 2023, primarily due to formation costs[97]. - The company has not engaged in any operations or generated any revenues to date, with expectations to generate operating revenues only after completing an initial business combination[94]. Public Offering and Proceeds - The company completed its Public Offering on November 13, 2023, raising gross proceeds of $345 million from the sale of 34,500,000 units at $10.00 per unit, with transaction costs of approximately $20 million[89]. - The company sold 9,400,000 private placement warrants at $1.00 each, generating gross proceeds of $9.4 million[90]. - Approximately $345 million of the net proceeds from the Public Offering and certain proceeds from the private placement were placed in a trust account, invested in U.S. government securities[91]. - The underwriters received an underwriting discount of $6.9 million and deferred underwriting commissions of approximately $12.1 million, contingent upon completing an initial business combination[102][103]. Liquidity and Financial Obligations - As of September 30, 2023, the company had a cash balance of $0, but liquidity needs are satisfied through net proceeds from the Public Offering and private placement[99]. - If the company fails to complete an initial business combination by November 13, 2025, it will redeem public shares at a price equal to the amount in the Trust Account[92]. - The company has agreed to pay $10,000 per month for administrative services until the completion of an initial business combination or liquidation[104]. Regulatory Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[110].