What changed in this filing

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Item 1. Legal Proceedings

2025-11-12 compared with 2025-08-13 · 51 added, 2 removed, 61 unchanged (46% of the section changed)

11 unchanged sentences

The extent of such impacts cannot be predicted at this time.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete an initial business combination.

If we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), our activities may be restricted, including:

• restrictions on the nature of our investments;

• restrictions on the issuance of securities, each of which may make it difficult for us to complete an initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

• registration as an investment company;

• adoption of a specific form of corporate structure;

• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not intend to spend a considerable amount of time actively managing the assets in the Trust Account for the primary purpose of achieving investment returns.

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations or in an interest bearing demand deposit account.

Pursuant to the trust agreement governing the Trust Account, the Trustee is not permitted to invest in

other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act.

The Public Offering was not intended for persons who are seeking a return on investments in government securities or investment securities.

The Trust Account is intended as a holding place for funds pending the earlier of (i) the completion of an initial business combination;

(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 our obligation to redeem 100% of the Public Shares if we have not consummated an initial business combination by the Extended Termination Date or (B) with respect to any other provisions of the Company's amended and restated memorandum and articles of association relating to the rights of holders of the Public Shares or pre-initial business combination activity;

or (iii) the redemption of the Public Shares if we are unable to complete an initial business combination by the Extended Termination Date, or such earlier liquidation date as the Board may approve (subject to the requirements of law).

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation.

If we are unable to complete an initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire without value to the holder.

The SEC has adopted new rules (“SPAC Final Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies;

amending the financial statement requirements applicable to transactions involving shell companies;

effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions;

increasing the potential liability of certain participants in proposed business combination transactions;

and requiring reports, opinions and appraisals related to the determination by the SPAC’s board of directors to approve the business combination to be filed publicly.

In the adopting release for the SPAC Final Rules, the SEC provided guidance that a SPAC’s potential status as an “investment company” depends on a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a question of facts and circumstances” requiring individualized analysis.

If we were deemed to be subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.

Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment company or wind down and abandon our efforts to complete an initial business combination and instead liquidate.

As a result, our public shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and would be unable to realize the potential benefits of an initial business combination, including the possible appreciation of the combined company’s securities.

The funds in the Trust Account have, since the Public Offering, been held only as cash items in an interest-bearing demand deposit account at a bank.

As of the date of this report, we receive more interest from the interest-bearing demand deposit accounts than we would from U.S.

treasury obligations or money market funds;

however, we cannot assure you that such rate on the deposit account will not decrease or increase significantly.

Additionally, holding the funds in the Trust Account as cash may mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act.

If we do instruct the Trustee to invest all funds in the Trust Account in U.S.

government treasury obligations or money market funds, there is greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate and dissolve the Company.

Additionally, we may receive less interest on the funds held in the Trust Account.

However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any.

As a result, any decision to invest all funds in the Trust Account in U.S.

government treasury obligations or money market funds could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

U nregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

6 unchanged sentences

001-41861) filed with the SEC on August 28, 2024)

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.

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 12, 2025)

27 unchanged sentences

001-41861) filed with the SEC on April 11, 2025)

Extension Promissory Note, by and between ANSC and 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 12, 2025)

Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

7 unchanged sentences

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

August 13, 2025

November 12, 2025

/s/ Thomas Smith

2 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 1. Legal Proceedings