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Item 1. Financial Statements

2024-11-12 compared with 2024-08-13 · 100 added, 65 removed, 313 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED BA LANCE SHEETS

JUNE 30, 2024

SEPTEMBER 30, 2024

DECEMBER 31, 2023

Current Assets:

Prepaid expenses

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Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

34,500,000 shares at $ 10.34 and 10.07 per share at June 30, 2024 and December 31, 2023, respectively

34,500,000 shares at $ 10.48 and 10.07 per share and earnings on cash held in Trust Account at September 30, 2024 and December 31, 2023, respectively

Shareholders' deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding at June 30, 2024 and December 31, 2023

none issued or outstanding at September 30, 2024 and December 31, 2023

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at June 30, 2024 and December 31, 2023

none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at September 30, 2024 and December 31, 2023

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

8,625,000 shares issued and outstanding at June 30, 2024 and December 31, 2023

8,625,000 shares issued and outstanding at September 30, 2024 and December 31, 2023

Additional paid-in capital

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CONDENSED STATEMENTS OF OPERATIONS

For The Three Months Ended June 30, 2024

For The Three Months Ended June 30, 2023

For The Six Months Ended June 30, 2024

For The Six Months Ended June 30, 2023

For the Three Months Ended September 30, 2024

For the Three Months Ended September 30, 2023

For the Nine Months Ended September 30, 2024

For the Nine Months Ended September 30, 2023

General and administrative

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CONDENSED STATEMENTS OF CH ANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS ’ (DEFICIT) Equity

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Paid-In Capital

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Deficit

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Balance as of June 30, 2024 (unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Remeasurement of Class A ordinary shares to redemption value

Balance as of September 30, 2024 (unaudited)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Paid-In Capital

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Equity

2 unchanged sentences

Balance as of June 30, 2023 (unaudited)

Balance as of September 30, 2023 (unaudited)

The accompanying notes are an integral part of these condensed financial statements.

1 unchanged sentence

CONDENSED STATEMENTS O F CASH FLOWS

For the Six Months Ended June 30, 2024

For the Six Months Ended June 30, 2023

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

Cash Flows from Operating Activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Interest on Trust Account

Formation and operating expenses funded by note payable through Sponsor

General and administrative expenses funded by note payable through Sponsor

Changes in operating assets and liabilities:

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Accrued expenses

Net cash used in operating activities

Net cash provided by operating activities

Cash Flows from Financing Activities

1 unchanged sentence

Repayment advances from related party

Due from related party

Net cash provided by (used in) financing activities

Net cash used in financing activities

Net decrease in cash

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Supplemental disclosure of noncash investing and financing activities:

Offering costs included in accrued expenses

Offering costs paid through promissory note - related party

Deferred offering costs incurred during the period and included in accounts payable

Deferred offering costs incurred during the period and included in accrued expenses

Deferred offering costs incurred during the period and included in accounts payable - related party

The accompanying notes are an integral part of these condensed financial statements.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED F INANCIAL STATEMENTS

SEPTEMBER 30, 2024

Note 1 – Description of Organization and Business Operations

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The Company’s sponsor is Agriculture & Natural Solutions Acquisition Sponsor LLC (formerly known as Energy Opportunities Acquisition Sponsor LLC and Decarbonization Plus Acquisition Sponsor V LLC), a Cayman Islands limited liability company (the “Sponsor”).

As of June 30, 2024, the Company had not yet commenced operations.

All activity for the period from March 22, 2021 (inception) through June 30, 2024 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete its Initial Business Combination.

As of September 30, 2024, the Company had not yet commenced operations.

All activity for the period from March 22, 2021 (inception) through September 30, 2024 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete its Initial Business Combination.

The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.

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There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Business Combination Agreement

On August 28, 2024, the Company, Agriculture & Natural Solutions Company Limited ACN 680 144 085, an Australian public company limited by shares (“NewCo”), Merino Merger Sub 1 Inc., a Cayman Islands exempted company (“Merger Sub 1”), Merino Merger Sub 2 Inc., a Cayman Islands exempted company (“Merger Sub 2”), Raymond T.

Dalio, in his capacity as Trustee of the Raymond T.

Dalio Revocable Trust (“Dalio”), Bell Group Holdings Pty Limited ACN 004 845 710, an Australian private company (“Bell Group” and together with Dalio, the “AFA Shareholders”), Australian Food & Agriculture Company Limited ACN 005 858 293, an Australian unlisted public company limited by shares (“AFA”), and, solely with respect to Section 2.07 of the Business Combination Agreement, the Sponsor, entered into a Business Combination Agreement (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (a) NewCo Ordinary Shares (as defined below) will be issued to those AFA Shareholders who have elected to participate in the Contributions (as defined below), (b) Merger Sub 1 will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of NewCo (the “First Surviving Corporation”) and each holder of the warrants to purchase the Public Shares, the Public Shares and the Founder Shares (as defined below, and together with the Public Shares, the “Company Ordinary Shares”) will receive in exchange for such warrants and Company Ordinary Shares an equal number of warrants to purchase fully paid ordinary shares in the capital of NewCo (“NewCo Ordinary Shares”) and NewCo Ordinary Shares, respectively, (c) immediately following the First Merger and as part of the same overall transaction as the First Merger, unless the Sponsor determines not to undertake the Second Merger (as defined below) in accordance with Section 2.07 of the Business Combination Agreement, the First Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of NewCo (the “Second Surviving Corporation”), (d) immediately following the Second Merger (or the First Merger if the Sponsor determines not to undertake the Second Merger in accordance with Section 2.07 of the Business Combination Agreement), if so elected by the AFA Shareholders, the AFA Shareholders will transfer some or all of their shares in the capital of AFA (“AFA Shares”) to NewCo in exchange for a number of NewCo Ordinary Shares they received prior to the First Merger (the “Contributions”), and (e) immediately following the Contributions, AFA will buy back any AFA Shares not owned by NewCo following the Contributions for cash in accordance with the Buy Back Agreement (as defined below).

AFA is a large-scale, diversified agricultural business established by the late Colin Bell in 1993 with the acquisition of the historic ‘Burrabogie’ station.

AFA now operates one of the largest agricultural portfolios in New South Wales, Australia, consisting of three major freehold title land aggregations within the Deniliquin, Hay and Coonamble districts, which total approximately 550,000 acres, and a water portfolio of approximately 45,000 acre-feet.

AFA’s portfolio includes some of Australia’s most iconic properties, including ‘Boonoke’, ‘Burrabogie’, ‘Wanganella’ and ‘Wingadee’.

AFA has total livestock carrying capacity of approximately 247,000 dry sheep equivalent across its sheep and cattle operations (excluding the Conargo Feedlot).

AFA also operates the historic Wanganella and Poll Boonoke merino sheep studs, amongst the most highly regarded studs in Australia.

AFA’s cropping operations are characterized by flexibility amongst crop types, geographies and seasons.

Key crops include irrigated cotton, irrigated rice, wheat, barley, canola, corn, chickpeas and faba beans.

More recently, AFA has expanded the capacity of its Conargo Feedlot to a licensed capacity of 12,000 standard cattle units.

Refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2022 for additional information regarding the Business Combination.

Risks and Uncertainties

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Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

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Liquidity and Capital Resources

As of June 30, 2024, the Company had no cash on hand.

As of September 30, 2024, the Company had a cash balance of $ 1 .

Following the closing of the Public Offering, the Company’s liquidity needs were satisfied through an amount from net proceeds from the Public Offering and the sale of Private Placement Warrants held outside of the Trust Account for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination.

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In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide it with loans up to $ 1,500,000 as the Company may require (“Working Capital Loans”).

As of June 30, 2024, there were no outstanding Working Capital Loans.

As of September 30, 2024, there were no outstanding Working Capital Loans.

The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination.

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The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).

GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.

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As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 0 and $ 284,783 in cash as of June 30, 2024 and December 31, 2023, respectively.

There were no cash equivalents as of June 30, 2024 and December 31, 2023.

The Company had $ 1 and $ 284,783 in cash as of September 30, 2024 and December 31, 2023, respectively.

There were no cash equivalents as of September 30, 2024 and December 31, 2023.

Cash Held in Trust Account

The assets held in the Trust Account were held in demand deposit.

Earnings on this deposit is included in interest on Trust Account on the accompanying unaudited condensed statements of operations.

Earnings on this deposit are included in interest on Trust Account on the accompanying unaudited condensed statements of operations.

Class A Ordinary Shares Subject to Possible Redemption

The Company’s Public Shares that were sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies ordinary shares subject to redemption outside of permanent (deficit) equity as the redemption provisions are not solely within the control of the

Each Unit consists of one Public Share and one-half of one warrant (“Public Warrant”).

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According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable.

The Public Shares subject to possible redemption reflected on the condensed balance sheet as of June 30, 2024 are reconciled in the following table:

The Public Shares subject to possible redemption reflected on the condensed balance sheet as of September 30, 2024 are reconciled in the following table:

Gross proceeds

7 unchanged sentences

Class A ordinary shares subject to possible redemption at June 30, 2024 (unaudited)

Remeasurement of Class A ordinary shares to redemption value

Class A ordinary shares subject to possible redemption at September 30, 2024 (unaudited)

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

There were no investments, assets or liabilities, requiring fair value measurement as of June 30, 2024 and December 31, 2023.

There were no investments, assets or liabilities, requiring fair value measurement as of September 30, 2024 and December 31, 2023.

Derivative Financial Instruments

7 unchanged sentences

Offering Costs Associated with the Public Offering

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Public Offering.

Offering costs consist of legal, accounting, and other costs incurred through the condensed balance sheet date that are directly related to the Public Offering.

Upon completion of the Public Offering, offering costs were allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs allocated to the warrants were charged to equity.

Offering costs allocated to the Public Shares was charged against the carrying value of Public Shares subject to possible redemption.

Offering costs allocated to the Public Shares were charged against the carrying value of Public Shares subject to possible redemption.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period.

Weighted average shares for the three and six months ended June 30, 2023 were reduced for the effect of an aggregate of 1,125,000 Founder Shares (as defined below) that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (Note 4).

For the three and six months ended June 30, 2024, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income (loss) per ordinary share, since their inclusion is contingent on a future event.

For the three and six months ended June 30, 2023, the Company did no t have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

Weighted average shares for the three and nine months ended September 30, 2023 were reduced for the effect of an aggregate of 1,125,000 Founder Shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (See Note 4).

For the three and nine months ended September 30, 2024, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income (loss) per ordinary share, since their inclusion is contingent on a future event.

For the three and nine months ended September 30, 2023, the Company did no t have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

A reconciliation of the net income (loss) per ordinary share is below:

For The Three Months Ended June 30, 2024

For The Three Months Ended June 30, 2023

For The Six Months Ended June 30, 2024

For The Six Months Ended June 30, 2023

For the Three Months Ended September 30, 2024

For the Three Months Ended September 30, 2023

For the Nine Months Ended September 30, 2024

For the Nine Months Ended September 30, 2023

Redeemable Class A Ordinary Shares

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For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023.

There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of June 30, 2024 or December 31, 2023.

No amounts were accrued for the payment of interest and penalties as of September 30, 2024 or December 31, 2023.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has been

subject to income tax examinations by major taxing authorities since inception.

The Company has been subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the government of the Cayman Islands.

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On November 13, 2023, the Company consummated the Public Offering of 34,500,000 Units, including 4,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $ 345,000,000 .

Each Unit consisted of one Public Share and one-half of one Public Warrant.

Each Unit consisted of one Public Share and

one-half of one Public Warrant.

Each Public Warrant entitles the holder to purchase one Public Share at an exercise price of $ 11.50 per whole share.

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In October 2023, the Company effected a share dividend with respect to the Company’s Founder Shares of 2,875,000 shares.

In November 2023, the Company’s sponsor surrendered to the Company for no consideration 400,000 Founder Shares, and an aggregate of 400,000 Founder Shares were issued to the independent directors at their original purchase price.

In November 2023, the Sponsor surrendered to the Company for no consideration 400,000 Founder Shares, and an aggregate of 400,000 Founder Shares were issued to the independent directors at their original purchase price.

Founder Shares were retroactively restated to the net amount issued and outstanding resulting in 8,625,000 Founder Shares, acquired for approximately $ 0.003 per share and outstanding as of the periods presented.

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Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

As of June 30, 2024 and December 31, 2023, the Company incurred $ 60,000 and $ 15,000 respectively in administrative fees and recorded within “Accounts payable – related party” on the balance sheets.

As of September 30, 2024 and December 31, 2023, the Company incurred $ 90,000 and $ 15,000, respectively, in administrative fees and recorded within “Accounts payable – related party” on the condensed balance sheets.

Related Party Loans

On March 23, 2021, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $ 300,000 to cover expenses related to the Public Offering pursuant to a promissory note (the “Note”).

The Note is non-interest bearing and payable on demand.

The Note was non-interest bearing and payable on demand.

On September 20, 2021, the Note was amended and restated to extend the maturity date to the earlier of December 31, 2022 or the completion of the Public Offering.

4 unchanged sentences

Due to Related Party

As of June 30, 2024 and December 31, 2023, the Company had $ 352,095 and $ 214,323 , respectively, due to related party recorded in “Accounts payable – related party” on the condensed balance sheets.

This amount represents formation, offering, and operating costs paid on behalf of the Company and is due on demand.

As of September 30, 2024 and December 31, 2023, the Company had $ 1,583,734 and $ 214,323 , respectively, due to related party recorded in “Accounts payable – related party” on the condensed balance sheets.

These amounts represent formation, offering, and operating costs paid on behalf of the Company and is due on demand.

Working Capital Loans

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Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

As of June 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans.

As of September 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans.

On August 28, 2024, in connection with the execution of the Business Combination Agreement, the Company issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of $ 1,500,000 to Warrant Holdings Sponsor.

The Working Capital Note does not bear interest and is repayable in full upon consummation of an Initial Business Combination.

If the Company does not complete an Initial Business Combination, the Working Capital Note will not be repaid and all amounts owed under the Working Capital Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

Immediately prior to the consummation of an Initial Business Combination, Warrant Holdings Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Note into that number of warrants, each entitling the holder to purchase one Public Share (the “Working Capital Warrants”) equal to the principal amount of the Working Capital Note so converted divided by $ 1.00 .

The Working Capital Warrants will be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable.

As of September 30, 2024, this Working Capital Note had not been drawn upon.

Note 5 – Commitments and Contingencies

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The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2024 and December 31, 2023, there were no preference shares issued or outstanding.

As of September 30, 2024 and December 31, 2023, there were no preference shares issued or outstanding.

Ordinary Shares

1 unchanged sentence

If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Public Shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination.

Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).

As of June 30, 2024 and December 31, 2023, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption.

Holders of the Company Ordinary Shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).

As of September 30, 2024 and December 31, 2023, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption.

The Sponsor agreed to forfeit up to an aggregate of 1,125,000 Founder Shares depending on the extent to which the over-allotment option was not exercised by the underwriters so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Public Offering.

On November 13, 2023, in connection with the consummation of the Public Offering, the underwriters exercised their over-allotment option in full and the 1,125,000 Founder Share are no longer subjected to forfeiture.

As of June 30, 2024 and December 31, 2023, there were 8,625,000 Founder Shares issued and outstanding.

As of June 30, 2024 and December 31, 2023, there were 26,650,000 warrants ( 17,250,000 Public Warrants and 9,400,000 Private Placement Warrants) outstanding.

As of September 30, 2024 and December 31, 2023, there were 8,625,000 Founder Shares issued and outstanding.

As of September 30, 2024 and December 31, 2023, there were 26,650,000 warrants ( 17,250,000 Public Warrants and 9,400,000 Private Placement Warrants) outstanding.

Each whole warrant entitles the holder thereof to purchase one Public Share at a price of $ 11.50 per share, subject to adjustment as described herein.

4 unchanged sentences

The exercise price of each warrant is $ 11.50 per share, subject to adjustment as described herein.

without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average last reported trading price of the Public Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “market value”) is below the Newly Issued Price, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the market value and the Newly Issued Price.

In addition, if (x) the Company issues additional Public Shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average last reported trading price of the Public Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “market value”) is below the Newly Issued Price, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the market value and the Newly Issued Price.

The warrants will become exercisable 30 days after the completion of the Initial Business Combination;

provided that the Company has an effective registration statement under the Securities Act covering the Public Shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the applicable warrant agreement).

The Company is not registering Public Shares issuable upon exercise of the warrants at this time.

The Company has not registered the shares of Class A ordinary shares issuable upon exercise of the warrants.

However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the warrants.

15 unchanged sentences

Note 7 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that would have required adjustment or disclosure in the unaudited condensed financial statements.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that would have required adjustment or disclosure in the unaudited condensed financial statements, other than as described below.

On August 28, 2024, the Company issued the Working Capital Note in the principal amount of $ 1,500,000 .

The Working Capital Note does not bear interest and is repayable in full upon consummation of an Initial Business Combination.

Immediately prior to the consummation of an Initial Business Combination, Warrant Holdings Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Note into Working Capital Warrants equal to the principal amount of the Working Capital Note so converted divided by $ 1.00 .

On October 30, 2024, the Company borrowed $ 393,701.70 under the Working Capital Note.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements