Agriculture & Natural Solutions Acquisition(ANSC) - 2024 Q3 - Quarterly Report

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].