Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Eq uity 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
On July 31, 2026, Agriculture & Natural Solutions Acquisition Corporation (the “Company”) announced that, following a review by the Company’s management and its sponsor affiliate, Agriculture & Natural Solutions Acquisition Warrant Holdings LLC (the “Warrant Holdings Sponsor”), the Company does not expect to consummate a business combination prior to expiration of the Completion Window (as defined in the Company's Amended and Restated Memorandum and Articles of Association (the “Company's Articles”)). As a result of the foregoing and the Warrant Holdings Sponsor’s decision not to continue making extension payments under the promissory note issued to the Warrant Holdings Sponsor on November 10, 2025, the Company’s Completion Window will expire on August 12, 2026.
Accordingly, the Company's board of directors (the “Board”) has determined that the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), that were included in the units issued in the Company's initial public offering (the “Public Shares”) at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned thereon and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares (the “Redemption”), which Redemption will completely extinguish the holders’ 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 the Redemption, subject to the approval of the Company’s remaining shareholders and the Board, dissolve and liquidate, in each case subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
The Company's sponsor and independent directors have previously agreed to waive their redemption rights with respect to monies held in the Trust Account with respect to any Class A Ordinary Shares and the Company's Class B ordinary shares, par value $0.0001 per share, held by them.
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The Company has instructed Continental Stock Transfer & Trust Company ("Continental"), as trustee, to take all necessary actions to effect the Redemption. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and net of any amounts previously released to the Company to pay taxes, will be held in a trust operating account pending disbursement to holders of Public Shares. The Company expects to redeem all outstanding Public Shares for an estimated redemption price of approximately $11.47 per share (the “Redemption Amount”). All other costs and expenses associated with implementing the dissolution will be funded from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the Trust Account proceeds by delivering their Public Shares to Continental, the Company's transfer agent; beneficial owners of Public Shares held in “street name” will not need to take any action to receive the Redemption Amount. The Redemption Amount is expected to be paid on or around August 19, 2026.
The last day that the Company's securities will trade on The Nasdaq Stock Market LLC (“Nasdaq”) will be August 12, 2026. Effective as of the close of business on August 13, 2026, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
Item 6. E xhibits
Exhibit Number
Description
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
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)
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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: August 14, 2026
By:
/s/ Thomas Smith
Name:
Thomas Smith
Title:
Chief Financial Officer,
Chief Accounting Officer and Secretary
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.