What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-05-13 · 60 added, 51 removed, 318 unchanged (26% of the section changed)

2 unchanged sentences

CONDENSED BA LANCE SHEETS

MARCH 31, 2024

JUNE 30, 2024

DECEMBER 31, 2023

13 unchanged sentences

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

34,500,000 shares at $ 10.21 and $ 10.07 per share at March 31, 2024 and December 31, 2023, respectively

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

Shareholders' deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding at March 31, 2024 and December 31, 2023

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

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

no ne issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at March 31, 2024 and December 31, 2023

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

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

Additional paid-in capital

5 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For The Three Months Ended March 31, 2024

For The Three Months Ended March 31, 2023

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

General and administrative

9 unchanged sentences

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

FOR THE THREE MONTHS ENDED MARCH 31, 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-In Capital

Accumulated Deficit

Paid-In Capital

Total Shareholders' Deficit

2 unchanged sentences

Balance as of March 31, 2024 (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Accretion of Class A ordinary shares to redemption value

Balance as of June 30, 2024 (unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-In Capital

Accumulated Deficit

Paid-In Capital

Total Shareholders' Equity

1 unchanged sentence

Balance as of March 31, 2023 (unaudited)

Balance as of June 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 THREE MONTHS ENDED MARCH 31, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2023

For the Six Months Ended June 30, 2024

For the Six Months Ended June 30, 2023

Cash Flows from Operating Activities

5 unchanged sentences

Prepaid expenses

Deferred legal fees

Accounts payable

Accrued expenses

Deferred legal fees

Net cash used in operating activities

3 unchanged sentences

Due from related party

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net decrease in cash

2 unchanged sentences

Supplemental disclosure of noncash investing and financing activities:

Offering costs included in accrued expenses

Offering costs paid through promissory note - related party

10 unchanged sentences

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 March 31, 2024, the Company had not yet commenced operations.

All activity for the period from March 22, 2021 (inception) through March 31, 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 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.

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

32 unchanged sentences

The Sponsor and the Company’s independent directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering.

However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires

Public Shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Public Shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares.

2 unchanged sentences

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

5 unchanged sentences

Liquidity and Capital Resources

As of March 31, 2024, the Company had a cash balance of $ 235,739 .

However, following the closing of the Public Offering, the Company’s liquidity needs are 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.

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

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.

If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination.

1 unchanged sentence

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 March 31, 2024, there were no outstanding Working Capital Loans.

As of June 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.

23 unchanged sentences

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 $ 235,739 and $ 284,783 in cash as of March 31, 2024 and December 31, 2023, respectively.

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

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.

Cash Held in Trust Account

3 unchanged sentences

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 equity as the redemption provisions are not solely within the control of the Company.

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”) .

2 unchanged sentences

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 balance sheet as of March 31, 2024 are reconciled in the following table:

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

Gross proceeds

5 unchanged sentences

Class A ordinary shares subject to possible redemption at March 31, 2024 (unaudited)

Remeasurement of Class A ordinary shares to redemption value

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

Financial Instruments

10 unchanged sentences

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 as of March 31, 2024 or December 31, 2023.

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

Derivative Financial Instruments

4 unchanged sentences

Subsequent changes in fair value are not recognized as long as the instruments continue to be classified in equity.

The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and would be accounted for as a liability pursuant to ASC 480.

The over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and would be accounted for as a liability pursuant to ASC 480.

The over-allotment option was fully exercised upon the completion of the Public Offering and no liability was recognized.

4 unchanged sentences

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

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per 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 months ended March 31, 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 months ended March 31, 2024, the Company has not considered 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 share, since their inclusion is contingent on a future event.

For the three months ended March 31, 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 share is below:

For The Three Months Ended March 31, 2024

For The Three Months Ended March 31, 2023

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.

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

Redeemable Class A Ordinary Shares

11 unchanged sentences

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 March 31, 2024 and December 31, 2023.

There were no unrecognized tax benefits as of June 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 March 31, 2024 or December 31, 2023.

No amounts were accrued for the payment of interest and penalties as of June 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.

46 unchanged sentences

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

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

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.

Related Party Loans

7 unchanged sentences

Due to Related Party

As of March 31, 2024 and December 31, 2023, the Company had $ 358,896 and $ 214,323 , respectively, due to related party recorded in “Accounts payable – related party” on the balance sheets.

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.

5 unchanged sentences

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

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

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

Note 5 – Commitments and Contingencies

5 unchanged sentences

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 March 31, 2024 and December 31, 2023, there were no preference shares issued or outstanding.

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

Ordinary Shares

2 unchanged sentences

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

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

As of March 31, 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 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.

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.

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.

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;

18 unchanged sentences

Note 7 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the 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 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.

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