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Agriculture & Natural Solutions Acquisition(ANSC) - 2024 Q4 - Annual Report
ANSCAgriculture & Natural Solutions Acquisition(ANSC)2025-03-28 16:19

Financial Performance - As of December 31, 2024, the company reported a net income of 8,363,892,consistingofgeneralandadministrativeexpensesof8,363,892, consisting of general and administrative expenses of 10,241,431, offset by 18,605,323ofinterestontheTrustAccount[308].−FortheyearendedDecember31,2024,thecompanyreportedanetincomeof18,605,323 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].−Thecompanyincurred1 [310]. - The company incurred 120,000 in administrative fees for the year ended December 31, 2024, compared to 15,000in2023[316].−Thecompanyhasincurredsignificantcostsrelatedtoitsfinancingandacquisitionplans,whichmayimpactfutureliquidity[312].CapitalRaisingActivities−ThecompanycompleteditsPublicOfferingonNovember13,2023,raisinggrossproceedsof15,000 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 10.00perunit,incurringtransactioncostsofapproximately10.00 per unit, incurring transaction costs of approximately 20.4 million [288]. - The company sold 9,400,000 Private Placement Warrants at 1.00perwarrant,generatinggrossproceedsof1.00 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 0.20perUnitwaspaid,totaling0.20 per Unit was paid, totaling 6,900,000 upon closing of the Public Offering [314]. - Deferred underwriting commissions of approximately 12,075,000willbepayabletounderwritersuponcompletionofaninitialbusinesscombination[315].BusinessOperationsandStrategy−Thecompanyhasnotengagedinanyoperationsorgeneratedrevenuestodate,withactivitiesfocusedonorganizationaltasksandsearchingforatargetbusinessforaninitialbusinesscombination[307].−ThecompanyintendstocapitalizeontheSponsorEntities′platformstoidentifyandacquireabusinessfocusedondecarbonizingtheagriculturesector[287].−ThecompanyiscurrentlydiscussingthebestpathforwardfortheBusinessCombinationinlightofvolatileequitymarketconditions,includingthepossibilityofmutuallyterminatingtheBusinessCombinationAgreement[306].−ThecompanyplanstoenterintoaBuyBackAgreementtobuybackOutstandingCompanySharesforcashfollowingshareholderapproval[304].FinancialPositionandConcerns−Thecompanyhadacashbalanceof12,075,000 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 3,350,028asofDecember31,2024[309].−AsofDecember31,2024,theoutstandingbalanceundertheWorkingCapitalNotewas3,350,028 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].