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Item 1. Financial Statements

2025-05-15 compared with 2024-11-12 · 142 added, 132 removed, 281 unchanged (49% of the section changed)

2 unchanged sentences

CONDENSED BA LANCE SHEETS

SEPTEMBER 30, 2024

MARCH 31, 2025

DECEMBER 31, 2024

Current Assets:

Prepaid expenses

5 unchanged sentences

Accounts payable - related party

Promissory note - related party

Deferred legal fees

Accrued expenses

1 unchanged sentence

Deferred underwriting fees payable

Deferred legal fees

Total liabilities

1 unchanged sentence

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

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

34,500,000 shares at $ 10.73 and $ 10.61 per share at March 31, 2025 and December 31, 2024, respectively

Shareholders’ deficit

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500,000,000 shares authorized;

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

none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at March 31, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

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

8,625,000 shares issued and outstanding at March 31, 2025 and December 31, 2024

Additional paid-in capital

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CONDENSED STATEMENTS OF OPERATIONS

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

For The Three Months Ended March 31, 2025

For The Three Months Ended March 31, 2024

General and administrative (1)

Loss from operations

Interest on Trust Account

Net income (loss)

Gain (loss) from operations

Interest on cash held in Trust Account

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted

Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted

Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares

Basic and diluted net income per share, Class B non-redeemable ordinary shares

(1) In the first quarter of fiscal year 2025, the Company recognized a waiver of legal fees totaling $ 2,076,234 related to the terminated merger transaction.

These waived fees represented a portion of legal expenses incurred across multiple reporting periods, including various quarters in fiscal year 2024 and the quarter ended March 31, 2025.

As these waived fees are non-recurring in nature, similar waiver transactions are not anticipated in future periods.

The waived amount was recorded as a reduction to the same financial statement line items in which the original expenses were previously recognized.

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

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Ordinary Shares Subject to Possible Redemption

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

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares Subject

to Possible Redemption

Ordinary Shares

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Deficit

Shareholders’

Balance as of January 1, 2025

1 unchanged sentence

Balance as of March 31, 2025 (unaudited)

Accretion of Class A ordinary shares to redemption value

Balance as of June 30, 2024 (unaudited)

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

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Ordinary Shares Subject

to Possible Redemption

Ordinary Shares

Additional Paid-In Capital

Accumulated Deficit

Total Shareholders' Equity

Shareholders’

Balance as of January 1, 2024

Remeasurement of Class A ordinary shares to redemption value

Balance as of March 31, 2024 (unaudited)

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.

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CONDENSED STATEMENTS O F CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Cash Flows from Operating Activities

Net income (loss)

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

Interest on Trust Account

General and administrative expenses funded by note payable through Sponsor

Adjustments to reconcile net income to net cash used in operating activities:

Interest on cash held in Trust Account

General and administrative expenses funded by a note payable to Sponsor and affiliates

Changes in operating assets and liabilities:

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Accrued expenses

Net cash provided by operating activities

Net cash used in operating activities

Cash Flows from Financing Activities

Advances from related party

Repayment advances from related party

Net cash used in financing activities

Repayment of advances from related party

Net cash provided by financing activities

Net decrease in cash

1 unchanged sentence

Cash - end of period

Supplemental disclosure of noncash investing and financing activities:

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.

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NOTES TO UNAUDITED CONDENSED F INANCIAL STATEMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

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 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.

All activity for the period from March 22, 2021 (inception) through November 8, 2023 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below.

All activity subsequent to the Public Offering relates to the Company’s search for a target business with which to complete its Initial Business Combination.

As of March 31, 2025, the Company had not yet commenced operations.

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

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The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 345,000,000 , which is described in Note 3.

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Public Shares”) and one-half of one warrant (“Public Warrant”).

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

Simultaneously with the closing of the Public Offering, the Company completed the private sale of 9,400,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00 per Private Placement Warrant (the “Private Placement”), to Agriculture & Natural Solutions Acquisition Warrant Holdings LLC (the “Warrant Holdings Sponsor”) and the Company’s independent directors, generating gross proceeds to the Company of $ 9,400,000 , which is described in Note 4.

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The Trust Account

The proceeds held in the Trust Account are in demand deposit with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S.

The proceeds held in the Trust Account are in an interest bearing demand deposit account with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S.

government obligations or in an interest bearing demand deposit account.

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The Company’s amended and restated memorandum and articles of association provide that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination;

(ii) the redemption of any Class A ordinary shares, $ 0.0001 par value, of the Company (the “Public Shares”), that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of its obligation to redeem 100 % of the Public Shares if it does not complete an Initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity;

(ii) the redemption of any Public Shares, that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of its obligation to redeem 100 % of the Public Shares if it does not complete an Initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity;

and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law).

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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.

On August 28, 2024, the Company, Agriculture & Natural Solutions Company Limited ACN 680 144 085, an Australian unlisted public company limited by shares and affiliated with Sponsor (“NewCo”), Merino Merger Sub 1 Inc., a Cayman Islands exempted company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Merino Merger Sub 2 Inc., a Cayman Islands exempted company and wholly owned subsidiary of NewCo (“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.

Dalio Revocable Trust (“Dalio”), Bell Group Holdings Pty Limited ACN 004 845 710, an Australian private company (together with Dalio, the “Sellers”), 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 (as defined below), Sponsor (and together with the Company, NewCo, Merger Sub 1, Merger Sub 2, the Sellers and AFA, collectively, the “Parties”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

Termination of Business Combination Agreement

On April 10, 2025, pursuant to Section 11.01(a) of the Business Combination Agreement, the Parties entered into a Termination of the Business Combination Agreement (“Termination Agreement”) to terminate the Business Combination Agreement (the “Termination”).

The parties mutually determined to terminate the Business Combination Agreement due to increasingly volatile equity market conditions.

As a result of the Termination Agreement, the Business Combination Agreement and all Ancillary Agreements (as defined in the Business Combination Agreement) other than the Limited Guaranty (as defined in the Termination Agreement) and the Confidentiality Agreement (as defined in the Business Combination Agreement) are of no further force and effect, with the exception of certain provisions thereof, including, but not limited to, the Company’s obligation to pay certain expenses incurred by the parties in connection with the Business Combination Agreement and related transactions, which shall survive the Termination and be satisfied in accordance with the terms of the Business Combination Agreement and/or the Termination Agreement, as applicable.

Additionally, each of the Parties has agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Business Combination Agreement and the related transactions, including the Termination, subject to certain exceptions, as set forth in the Termination Agreement.

Pursuant to Section 11.04 of the Business Combination Agreement, the Company and Sponsor paid an aggregate of $ 5,510,620 AUSD to the Sellers.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the Termination Agreement, which is filed as an exhibit to this Quarterly Report as Exhibit 10.8.

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.

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

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.

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.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

Furthermore, 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.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, including the imposition of tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

Liquidity and Capital Resources

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

As of March 31, 2025, 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 September 30, 2024, there were no outstanding Working Capital Loans.

On August 28, 2024, the Company issued an unsecured promissory note (“Working Capital Note”) of $ 1,500,000 to its Sponsor to cover cost incurred in connection with the proposed business combination and other working capital requirements.

As of March 31, 2025, there was $ 838,405 outstanding under the Working Capital Note.

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 FASB ASC Topic 205-40, “Presentation of Financial Statements–Going Concern,” 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.

The Company has until November 13, 2025 to complete a business combination or cease all operations except for the purpose of liquidating.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements–Going Concern,” the Company’s 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 through one year from the date of these unaudited condensed financial statements if a business combination is not consummated.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after this date.

The Company intends to complete a business combination before the mandatory liquidation date.

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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 SEC.

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”).

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

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Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S.

The preparation of these unaudited condensed financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Making estimates requires the Company’s management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

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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 $ 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.

The Company had $ 1 in cash as of March 31, 2025 and December 31, 2024.

There were no cash equivalents as of March 31, 2025 and December 31, 2024.

Cash Held in Trust Account

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

Earnings on this deposit are 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 statements of operations.

Class A Ordinary Shares Subject to Possible Redemption

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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 Company.

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

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

As such, the initial carrying value of Public Shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

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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 September 30, 2024 are reconciled in the following table:

Gross proceeds

Class A ordinary shares issuance costs

Fair value of Public Warrants at issuance

The Public Shares subject to possible redemption reflected on the balance sheet as of March 31, 2025 are reconciled in the following table:

Class A ordinary shares subject to possible redemption at January 1, 2024

Remeasurement of Class A ordinary shares to redemption value

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Class A ordinary shares subject to possible redemption at March 31, 2025 (unaudited)

Remeasurement of Class A ordinary shares to redemption value

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 condensed 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 balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

Fair value is defined as the price that would be received for sale of an asset or paid for in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

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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 September 30, 2024 and December 31, 2023.

There were no investments, assets or liabilities requiring fair value measurement as of March 31, 2025 and December 31, 2024.

Derivative Financial Instruments

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

The Company determined that the conversion option embedded in its Working Capital Note, issued on August 28, 2024, should be bifurcated and accounted for as a derivative in accordance with ASC 815.

The exercise price of the underlying warrants was lower than the closing price of the Public Shares as of March 31, 2025.

As such, the Company believes the likelihood of the Sponsor exercising the conversion option is remote and the value of such option is de minimis.

Consequently, no liability was recorded for the conversion option.

As of March 31, 2025, the outstanding balance under the Working Capital Note was $ 838,405 .

Offering Costs Associated with 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.

Offering costs consist of legal, accounting, and other costs incurred through the 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.

1 unchanged sentence

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 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 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

Net Income Per Ordinary Share

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

For the three months ended March 31, 2025 and 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 per ordinary share, since their inclusion is contingent on a future event.

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

For The Three Months Ended March 31, 2025

For The Three Months Ended March 31, 2024

Redeemable Class A Ordinary Shares

Net income (loss) allocable to Redeemable Class A Ordinary Shares

Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares

Basic and diluted weighted average shares outstanding, Redeemable Class A

Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption

Net income allocable to redeemable Class A ordinary shares

Weighted average shares outstanding, redeemable Class A ordinary shares

Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares

Basic and diluted net income per share, redeemable Class A ordinary shares

Non-Redeemable Class B Ordinary Shares

Net income (loss) allocable to non-redeemable Class B Ordinary Shares

Net income allocable to non-redeemable Class B ordinary shares

Weighted average non-redeemable Class B ordinary shares

Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares

Basic net income per share, non-redeemable Class B ordinary shares

The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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 September 30, 2024 and December 31, 2023.

There were no unrecognized tax benefits as of March 31, 2025 and December 31, 2024.

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 September 30, 2024 or December 31, 2023.

No amounts were accrued for the payment of interest and penalties as of March 31, 2025 and December 31, 2024.

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

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In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statement.

Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

3 unchanged sentences

Recent Accounting Pronouncements

The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on its unaudited condensed financial statements.

The Company’s management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 3 – Public Offering

1 unchanged sentence

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.

27 unchanged sentences

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Public Shares) pursuant to a registration rights agreement signed on the date of the prospectus for the Public Offering.

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

3 unchanged sentences

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

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.

As of March 31, 2025 and December 31, 2024, the Company incurred $ 30,000 and $ 120,000 respectively, in administrative fees and recorded within “Accounts payable – related party” on the balance sheets.

Related Party Loans

6 unchanged sentences

The Note is no longer available to be drawn.

Due to Related Party

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.

Accounts Payable - Related Party

As of March 31, 2025 and December 31, 2024, the Company had $ 3,217,197 and $ 1,909,776 , respectively, due to related party recorded in “Accounts payable – related party” on the balance sheets.

These amounts represent formation, offering, and general and administrative expenses paid on behalf of the Company and is due on demand.

Working Capital Loans

4 unchanged sentences

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

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.

On August 28, 2024, in connection with the execution of the Business Combination Agreement, the Company issued 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.

3 unchanged sentences

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.

As of March 31, 2025 and December 31, 2024, the Company had $ 838,405 outstanding under the Working Capital Note, respectively.

Note 5 – Commitments and Contingencies

2 unchanged sentences

The Deferred Discount of $ 12,075,000 will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

Waived legal fees

In the first quarter of fiscal year 2025, the Company recognized a waiver of legal fees totaling $ 2,076,234 related to the Termination.

These waived fees represented a portion of legal expenses incurred across multiple reporting periods, including various quarters in fiscal year 2024 and the quarter ended March 31, 2025.

As these waived fees are non-recurring in nature, similar waiver transactions are not anticipated in future periods.

The waived amount was recorded as a reduction to the same financial statement line items in which the original expenses were previously recognized.

Note 6 – Shareholders’ Deficit

1 unchanged sentence

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

As of March 31, 2025 and December 31, 2024, 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 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.

Holders of the Public Shares and Founder 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, 2025 and December 31, 2024, 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 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.

As of March 31, 2025 and December 31, 2024, there were 8,625,000 Founder Shares issued and outstanding.

As of March 31, 2025 and December 31, 2024, 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.

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

The Company has not registered the Public 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.

14 unchanged sentences

If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Public Shares to be issued to the holder.

Note 7 – Segment Information

ASC Topic 280,“Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an

enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The CODM has been identified as the Chief Financial Officer of the Company, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, the Company’s management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

The measure of segment assets is reported on the balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

March 31, 2025

December 31, 2024

Cash held in Trust Account

For the three months

ended March 31,

General and administrative expenses

Interest income

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs , as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

Note 8 – Subsequent Events

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.

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 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.

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, except for the Termination as described in Note 1 “Description of Organization and Business Operations—Termination of Business Combination Agreement”, 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