Agriculture & Natural Solutions Acquisition Corp 10-Q

Item 1. Legal Proceedings None. Item 1A. R isk Factors In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks discussed in Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025 (the “Annual Report”). Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. Other than as set forth below, there have been no material changes in the risk factors discussed in the Annual Report. Potential new trade policies, such as tariffs, could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination. There is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. These developments, or the perception that more of them could occur, may materially adversely affect the global economy and stability of global financial markets, potentially reducing trade and depressing economic activity. Such changes in international trade policies may adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination, which could adversely affect our financial condition. The extent of such impacts cannot be predicted at this time. Item 2. U nregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities All recent unregistered sales of securities have been previously reported. Item 3. D efaults Upon Senior Securities None. Item 4. M ine Safety Disclosures Not applicable. Item 5. O ther Information None . 22 Item 6. E xhibits Exhibit Number Description 2.1 Business Combination Agreement, dated as of August 28, 2024, by and among ANSC, NewCo, Merger Sub 1, Merger Sub 2, AFA Shareholders, AFA and, solely with respect to Section 2.07 therein, Sponsor (incorporated by reference to Exhibit 2.1 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on August 28, 2024) 3.1 Second Amended and Restated Memorandum and Articles of Association of ANSC (incorporated by reference to Exhibit 3.1 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023) 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to ANSC’s Registration Statement on Form S-1 (File No. 333-275150) filed with the SEC on November 2, 2023) 4.2 Specimen Class A Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to ANSC’s Registration Statement on Form S-1 (File No. 333-275150) filed with the SEC on November 2, 2023) 4.3 Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.3 to ANSC’s Registration Statement on Form S-1 (File No. 333-275150) filed with the SEC on November 2, 2023) 4.4 Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.4 to ANSC’s Registration Statement on Form S-1 (File No. 333-275150) filed with the SEC on November 2, 2023) 4.5 Private Warrant Agreement, dated November 8, 2023, between ANSC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023) 4.6 Public Warrant Agreement, dated November 8, 2023, between ANSC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023) 10.1 Letter Agreement, dated November 8, 2023, among ANSC, its officers and directors, the Sponsor and Agriculture & Natural Solutions Acquisition Warrant Holdings, LLC (the “Warrant Holdings Sponsor”) (incorporated by reference to Exhibit 10.1 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023) 10.2 Investment Management Trust Agreement, dated November 8, 2023, between ANSC and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023) 10.3 Registration Rights Agreement, dated November 8, 2023, among the Company, the Sponsor, the Warrant Holdings Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023) 10.4 Administrative Support Agreement, dated as of November 8, 2023, by and between ANSC and Riverstone Equity Partners LP (incorporated by reference to Exhibit 10.4 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023) 10.5 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to ANSC’s Registration Statement on Form S-1 (Commission File No. 333-275150), filed November 2, 2023) 10.6 Sponsor Support Agreement, dated as of August 28, 2024, by and among Sponsor, Warrant Holdings Sponsor, ANSC, AFA, NewCo, And AFA Shareholders (incorporated by reference to Exhibit 10.1 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on August 28, 2024) 10.7 Promissory Note, dated as of August 28, 2024, issued by ANSC to Warrant Holdings Sponsor (incorporated by reference to Exhibit 10.2 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on August 28, 2024) 10.8 Termination Agreement by and among the Company, NewCo, Merger Sub 1, Merger Sub 2, the Sellers, AFA and Sponsor, dated April 10, 2025 (incorporated by reference to Exhibit 10.1 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on April 11, 2025) 31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) 32.1 Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 32.2 Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 23 Exhibit Number Description 101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 24 S IGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION Date: May 15, 2025 By: /s/ Thomas Smith Name: Thomas Smith Title: Chief Financial Officer, Chief Accounting Officer and Secretary 25