Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References to "ANSC," "our," "us," "we" or the "Company" refer to Agriculture & Natural Solutions Acquisition Corporation. References to our "management" refer to our officers and directors. References to the "Sponsor" refer to Agriculture & Natural Solutions Acquisition Sponsor LLC and references to the "Warrant Holdings Sponsor" refer to Agriculture & Natural Solutions Acquisition Warrant Holdings LLC. The following discussion and analysis of ANSC's financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained in Item 1. of this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission ("SEC") filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "initial business combination"). Our Sponsor is Agriculture & Natural Solutions Acquisition Sponsor LLC, a Cayman Islands limited liability company and an affiliate of Riverstone Investment Group LLC, a Delaware limited liability company, and its affiliates ("Riverstone") and Impact Ag Partners LLC, a Wyoming limited liability company, and its affiliates ("Impact Ag," and, together with Riverstone, the "Sponsor Entities"). Although we may pursue an acquisition opportunity in any business or industry, we intend to capitalize on the Sponsor Entities' platforms to identify, acquire and build a company whose principal effort is developing and advancing a platform that decarbonizes the traditional agriculture sector and enhances natural capital at scale. We believe these areas of focus represent a favorable and highly fragmented market opportunity to consummate a business combination.

The Registration Statement for our initial public offering was declared effective on November 8, 2023 ("Public Offering"). On November 13, 2023, we consummated the Public Offering of 34,500,000 units (the "Units"), including 4,500,000 Units that were issued pursuant to the underwriters' full exercise of their overallotment option, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring transaction costs of approximately $20.4 million, consisting of approximately $6.9 million of underwriting fees, approximately $12.1 million of deferred underwriting fees and approximately $1.4 million of other offering costs. The underwriters were granted a 45-day over-allotment option to up to 4,500,000 Over-Allotment Units at the Public Offering price, less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full and purchased an additional 4,500,000 Over-Allotment Units at the closing of the Public Offering.

Simultaneously with the consummation of the Public Offering, we consummated the sale of 9,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to our Warrant Holdings Sponsor and our independent directors, generating gross proceeds of $9,400,000. This amount includes the exercise in full of the underwriters' option to purchase an additional 900,000 warrants to cover over-allotments.

Approximately $345.0 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-Allotment Units and approximately $12.1 million of the underwriters' deferred discount) and certain of the proceeds of the Private Placement were placed in a trust account (the "Trust Account") located in the United States with the Continental Stock Transfer & Trust Company (the "Trustee"), and held only as cash items in an interest-bearing demand deposit account at a bank, until the earlier of: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated memorandum and articles of association.

If we are unable to complete an initial business combination by the Extended Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders' 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 such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Proposed Business Combination

Business Combination Agreement

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 (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 Agreement to terminate the Business Combination Agreement. See Part I, Item 1. Note 1 "Description of Organization and Business Operations-Termination of Business Combination Agreement" to this Quarterly Report on Form 10-Q for additional information.

Extension

On November 10, 2025, the Company held the Extension Meeting, where shareholders approved and adopted an amendment and restatement of the Company's amended and restated memorandum and articles of association to (i) extend the date by which the Company must consummate a "Business Combination" (as defined in the Company's amended and restated memorandum and articles of association) from November 13, 2025 (or twenty four (24) months after the closing date of the Public Offering) to the Extended Termination Date and (ii) make certain other non-substantive changes to the Company's amended and restated memorandum and articles of association that the Board deems appropriate (such proposal, the "Extension Amendment Proposal"). In connection with the Extension Meeting, shareholders holding 1,577,763 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $17.4 million (or approximately $11.01 per Public Share) was removed from the Trust Account to pay such holders.

On November 10, 2025, the Company issued the Extension Promissory Note in connection with the Extension. Pursuant to the Extension Promissory Note, Warrant Holdings Sponsor will deposit $658,444.74 into the Trust Account beginning on November 13, 2025, and on the thirteenth day of each month thereafter (or if such day is not a business day, on the business day immediately preceding such day) until the earliest of: (a) the consummation of an Initial Business Combination, (b) the Extended Termination Date or (c) the voluntary dissolution and liquidation of the Company as determined by the Board. In the event Warrant Holdings Sponsor does not deposit such funds into the Trust Account, the Board will dissolve and liquidate the Company in accordance with the Company's amended and restated memorandum and articles of association.

If the Company consummates an Initial Business Combination, the Extension Promissory Note may be repaid, at Warrant Holdings Sponsor's discretion, (a) in cash (including out of the proceeds of the Trust Account released to the Company), (b) by converting all or a portion of the amount loaned under the Extension Promissory Note into warrants for $1.00 per warrant, which warrants will be identical to the Private Placement Warrants, or (c) with a combination thereof. If the Company does not consummate an Initial Business Combination by the Extended Termination Date, the Company will not repay the amount loaned under the Extension Promissory Note until 100% of the Public Shares have been redeemed and only in connection with the liquidation of the Company and to the extent funds are available outside of the Trust Account.

As of March 31, 2026, the outstanding balance under the Extension Promissory Note was $3,292,224.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 22, 2021 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Public Offering, described below, and subsequent to the Public Offering, the Company's search for a target business with which to complete an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination, at the earliest. Following the Public Offering, we generate non-operating income in the form of interest income on marketable securities. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

For the three months ended March 31, 2026, we reported net income of $2,755,291 which consisted of general and administrative expenses and $3,369,982 of interest on cash held in the Trust Account.

For the three months ended March 31, 2025, we reported net income of $4,017,775 which consisted of general and administrative expenses (inclusive of $2,076,234 of waived legal fees offset against $2,036,401 in general and administrative expenses incurred) and $3,977,942 of interest on the Trust Account.

Liquidity and Capital Resources

As of March 31, 2026, the Company had a cash balance of $1 and a working capital deficit of $19,704,688. Following the closing of the Public Offering, the Company's liquidity needs were satisfied through using 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.

For the three months ended March 31, 2026, cash provided by operating activities was $1,975,334, which is made up of a net income of $2,755,291, changes in operating assets and liabilities of $365,473. These amounts were offset by accrued interest on cash held in the Trust Account of $3,369,982 and general and administrative expenses funded by a note payable to Sponsor and affiliates of $2,224,553.

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. Moreover, the Company may need to obtain additional financing either to complete an initial business combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an initial business combination, in which case the Company may issue additional securities or incur debt in connection with such initial business combination. 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"). See Note 4. On August 28, 2024, the Company issued an unsecured promissory note ("Working Capital Note") of $1,500,000 to its Sponsor to cover costs incurred in connection with our initial business combination and other working capital requirements. On November 13, 2025, the Company issued the Extension Promissory Note to Warrant Holdings Sponsor to cover extension payments to be paid directly into the Company's Trust Account.

The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination. The Company has until the Extended Termination Date to complete a business combination or cease all operations other than those required for the purpose of liquidation. In connection with management's evaluation of the Company's ability to continue as a going concern in accordance with FASB ASC Topic 205-40, "Presentation of Financial Statements - Going Concern," the mandatory liquidation date and liquidity concerns raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the filing date of this report, if a business combination is not consummated by that date. 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.

Contractual Obligations

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement, dated November 8, 2023 (the "Registration Rights Agreement"). These holders are entitled to certain demand and "piggyback" registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

On November 13, 2023, the underwriters were entitled to, and the Company paid, an underwriting discount of $0.20 per Unit, or $6,900,000 in the aggregate, upon closing of the Public Offering.

In addition, $0.35 per Unit, or approximately $12,075,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.

Administrative Services Agreement

Commencing on the date that our securities were first listed on NASDAQ and continuing until the earlier of our consummation of an initial business combination or our liquidation, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative support made available to the Company. Upon completion of an initial business combination or the Company's liquidation, we will cease paying these monthly fees. For the three months ended March 31, 2026 and 2025, the Company incurred $30,000 and $30,000, respectively, in administrative fees.

Promissory Note

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. 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 that number of warrants, each entitling the holder to purchase one Public Share (the "Working Capital Warrants") equal to the principal amount of the Working Capital Note so converted divided by $1.00. The Working Capital Warrants will be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. 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 March 31, 2026, the outstanding balance under the Working Capital Note was $1,500,000.

On November 10, 2025, the Company issued the "Extension Promissory Note" in connection with the Extension. Pursuant to the Extension Promissory Note, Warrant Holdings Sponsor will deposit $658,444.74 into the Trust Account beginning on November 13, 2025, and on the thirteenth day of each month thereafter (or if such day is not a business day, on the business day immediately preceding such day) until the earliest of: (a) the consummation of an Initial Business Combination, (b) the Extended Termination Date or (c) the voluntary dissolution and liquidation of the Company as determined by the Board. In the event Warrant Holdings Sponsor does not deposit such funds into the Trust Account, the Board will dissolve and liquidate the Company in accordance with the Company's amended and restated memorandum and articles of association. As of March 31, 2026, the outstanding balance under the Extension Promissory Note was $3,292,224.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the periods reported. Actual results could materially differ from those estimates.

Recent Accounting Pronouncements

See "Recent Accounting Pronouncements" in Note 2 of the accompanying unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report on Form 10-Q, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an "emerging growth company," we are not required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the unaudited condensed financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five (5) years following the completion of our Public Offering or until we otherwise no longer qualify as an "emerging growth company."