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Item 2. Management’s Discussion and Analysis

2024-11-12 compared with 2024-08-13 · 53 added, 12 removed, 94 unchanged (41% of the section changed)

31 unchanged sentences

If we are unable to complete an initial business combination within 24 months from the closing of the Public Offering, or November 13, 2025, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Proposed Business Combination

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 Company’s Class B ordinary shares, par value $0.0001 per share (“Founder Shares”, and together with the Public Shares, the “Company Ordinary Shares”), and Company Ordinary Shares will receive in exchange for such Company Warrants and Company Ordinary Shares an equal number of warrants (“NewCo 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 of AFA 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 shares of AFA not owned by NewCo following the Contributions for cash, in accordance with the Buy Back Agreement (as defined below) (the “Company Redemption”).

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor and the Warrant Holdings Sponsor entered into a letter agreement with the Company, NewCo, AFA and the AFA Shareholders (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed to (i) subject to, and conditioned upon the occurrence of the closing of the Business Combination (the “Closing”), waive the anti-dilution rights set forth in the Company’s amended and restated memorandum and articles of association with respect to the Founder Shares held by it, (ii) vote all the Company Ordinary Shares held by it in favor of the Business Combination and each other proposal related to the Business Combination (the “Proposals”) included on the agenda for the Company shareholders meeting, except that, to the extent restricted by the rules, regulations and guidance of the SEC, the Sponsor will not vote any Class A ordinary shares purchased by the Sponsor after the Company publicly announced its intention to engage in the Business

Combination for or against any of the Proposals, and (iii) not redeem any Company Ordinary Shares in connection with such shareholder approval.

Further, (i) the Sponsor agreed not to transfer the Founder Shares (or NewCo Ordinary Shares issuable upon conversion thereof in the Business Combination) until the earlier of (a) one year after the Closing or (b) subsequent to the Closing, (x) the first date on which the last sale price of the NewCo Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which NewCo completes a liquidation, merger, share exchange or other similar transaction that results in all of NewCo’s shareholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property and (ii) the Warrant Holdings Sponsor agreed not to transfer any of the Private Placement Warrants or NewCo Warrants (or NewCo Ordinary Shares issued or issuable upon the exercise of the NewCo Warrants) until 30 days after the Closing.

The foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is attached as Exhibit 10.6 to this Quarterly Report on Form 10-Q, and incorporated herein by reference.

Form of Lock-Up Agreements

Concurrently with the Closing, each AFA Shareholder that elects to participate in the Contributions will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with NewCo pursuant to which it will agree, subject to certain customary exceptions, not to (i) effect any sale of, offer to sell, contract or agree to sell, hypothecate, pledge, create a security interest in, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any NewCo securities, including NewCo Ordinary Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any NewCo securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) make any public announcement of any intention to effect any transaction specified in clause (i) or (ii) until the earlier of (a) six months after the Closing and (b) the latest date possible to enable the NewCo securities to be transferred or cancelled on a liquidation, merger, share exchange or other similar transaction of NewCo that results in all of NewCo’s shareholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property, unless such a transaction is undertaken by way of an Australian takeover bid under the Australian Corporations Act 2001 (Cth), in which case the restrictions in clause (i) and (ii) will not apply provided certain conditions are met.

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is attached as Exhibit A to the Business Combination Agreement, filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q, and incorporated herein by reference.

Form of Amended and Restated Registration Rights Agreement

Concurrently with the Closing, the Company will amend and restate its registration rights agreement, dated November 8, 2023 (as amended and restated, the “Registration Rights Agreement”), pursuant to which NewCo will agree that, within 15 calendar days after the Closing, NewCo will file with the SEC (at NewCo’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to certain existing securityholders of the Company and AFA (the “Resale Registration Statement”), and NewCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as promptly as is reasonably practicable after the filing thereof.

In certain circumstances, the holders can demand NewCo’s assistance with underwritten offerings and block trades.

Such holders will be entitled to customary piggyback registration rights.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is attached as Exhibit B to the Business Combination Agreement, filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q, and incorporated herein by reference.

NewCo Relationship Deed

Concurrently with the Closing, NewCo and each AFA Shareholder that elects to participate in the Contributions will enter into a relationship deed (the “NewCo Relationship Deed”) pursuant to which such AFA Shareholder will have the right to nominate certain individuals to the board of directors of NewCo.

The foregoing description of the NewCo Relationship Deed is qualified in its entirety by reference to the full text of the form of NewCo Relationship Deed, a copy of which is attached as Exhibit H to the Business Combination Agreement, filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q, and incorporated herein by reference.

Buy Back Agreement

Following approval by the AFA Shareholders and necessary lodgments being made with the Australian Securities and Investments Commission, AFA and each of the AFA Shareholders participating in the Company Redemption will enter into a Buy Back Agreement (the “Buy Back Agreement,”), pursuant to which AFA will effect the Company Redemption after the Contributions and buy back and cancel the Outstanding Company Shares for cash in accordance with the terms of the Buy Back Agreement.

The completion of the buy back will take place immediately following the Contributions.

The Buy Back Agreement contains customary representations and warranties by the parties thereto and termination rights that align with those in the Business Combination Agreement, as more particularly set forth in the Buy Back Agreement.

The foregoing description of the Buy Back Agreement is qualified in its entirety by reference to the full text of the form of Buy Back Agreement, a copy of which is attached as Exhibit C to the Business Combination Agreement, filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q, and incorporated herein by reference.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from March 22, 2021 (inception) through June 30, 2024 were organizational activities, those necessary to prepare for the Public Offering, described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete an initial business combination.

Our only activities from March 22, 2021 (inception) through September 30, 2024 were organizational activities, those necessary to prepare for the Public Offering, described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination, at the earliest.

1 unchanged sentence

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

For the three months ended June 30, 2024, we reported net income of $2,242,550 which consisted of general and administrative expenses of $2,513,578, offset by $4,756,128 of interest on Trust Account.

For the six months ended June 30, 2024, we reported net income of $6,379,230 which consisted of general and administrative expenses of $3,064,836, offset by $9,444,066 of interest on Trust Account.

For the three and six months ended June 30, 2023, we had a net loss of $698, which consisted of formation costs.

For the three months ended September 30, 2024, we reported net income of $490,583 which consisted of general and administrative expenses of $4,339,078, offset by $4,829,661 of interest on Trust Account.

For the three months ended September 30, 2023, we had no expense.

For the nine months ended September 30, 2024, we reported net income of $6,869,813 which consisted of general and administrative expenses of $7,403,914, offset by $14,273,727 of interest on Trust Account.

For the nine months ended September 30, 2023, we had a net loss of $698, which consisted of formation costs.

Liquidity and Capital Resources

As of June 30, 2024, the Company had no cash on hand and a working capital deficit of $79,964.

As of September 30, 2024, the Company had a cash balance of $1 and a working capital deficit of $2,139,023.

Following the closing of the Public Offering, the Company’s liquidity needs were satisfied through using 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.

For the six months ended June 30, 2024, cash used in operating activities was $422,554, which is made up of a net income of $6,379,230, changes in operating assets and liabilities of $2,642,382.

For the nine months ended September 30, 2024, cash used in operating activities was $1, which is made up of a net income of $6,869,813, changes in operating assets and liabilities of $5,749,722, and formation and operating costs funded by note payable through Sponsor of $1,654,193.

These amounts were offset by an interest on Trust Account of $14,273,727.

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

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

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

On October 30, 2024, the Company borrowed $393,701.70 under the Working Capital Note (as defined below).

See Part I, Item 2.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Contractual Obligations - Promissory Note” to this Quarterly Report on Form 10-Q.

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

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements–Going Concern,” our management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the business combination and one year from the date of issuance of these unaudited condensed financial statements.

“Presentation of Financial Statements–Going Concern,” our management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the business combination and one year from the date of issuance of these unaudited condensed financial statements.

However, management has determined that if the Company is unable to complete a business combination by November 13, 2025, then the Company will cease all operations except for the purpose of liquidating.

3 unchanged sentences

Registration Rights

The holders of the Company’s Class B ordinary shares, $0.0001 par value, of the Company (the “Founder Shares”), Private Placement Warrants and Public Warrants that may be issued upon conversion of working capital loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Public Warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement.

The holders of the Founder Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of working capital loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Public Warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement.

These holders will be entitled to certain demand and “piggyback” registration rights.

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Upon completion of an initial business combination or the Company’s liquidation, we will cease paying these monthly fees.

For the six months ended June 30, 2024 and 2023, the Company incurred $60,000 and $0, respectively, in administrative fees.

For the nine months ended September 30, 2024 and 2023, the Company incurred $90,000 and $0, respectively, in administrative fees.

Promissory Note

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.

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

The foregoing description of the Working Capital Note is qualified in its entirety by reference to the full text of the Working Capital Note, a copy of which is attached as Exhibit 10.7 to this Quarterly Report on Form 10-Q, and incorporated herein by reference.

Critical Accounting Estimates

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Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to our principle executive officer and principle financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our principle executive officer and principle financial officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our principle executive officer and principle financial officer concluded that, as of June 30, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.

Our principle executive officer and principle financial officer evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our principle executive officer and principle financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

7 unchanged sentences

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 2. Management’s Discussion and Analysis