Agriculture & Natural Solutions Acquisition Corp SEC Filings

Agriculture & Natural Solutions Acquisition Corporation entered into a non‑interest bearing, unsecured promissory note of up to $7,901,336.88 with an affiliate of its sponsor to support an extension. The sponsor will deposit $658,444.74 into the trust fund beginning November 13, 2025 and on the thirteenth day of each month thereafter until the earlier of a business combination, the end of the completion window, or a board‑approved liquidation. If a deal closes, the note may be repaid in cash, converted into warrants at $1.00 per warrant (identical to the IPO private placement warrants), or a mix.

Shareholders approved extending the deadline to the earlier of November 13, 2026 or 30 days after the sponsor fails to make a required deposit, with votes of 30,082,643 for and 4,916,135 against. Holders of 1,577,763 public shares elected to redeem, removing approximately $17.4 million (about $11.01 per share) from the trust.

Agriculture & Natural Solutions Acquisition Corporation filed an update to its proxy materials tied to extending its deadline to complete an initial business combination. If shareholders approve the Extension Amendment Proposal, the sponsor will deposit $0.02 per outstanding Public Share beginning on November 13, 2025 and on the thirteenth day of each month thereafter, in exchange for a non‑interest bearing, unsecured promissory note.

The note would be repaid from trust proceeds upon a business combination or, at the sponsor’s option, converted into warrants at $1.00 per warrant, identical to the private placement warrants. If no deal is completed by the Extended Termination Date, repayment would occur only after all Public Shares are redeemed and only from funds outside the trust in a liquidation.

The company also updated risk factors regarding potential “investment company” status and may direct the trustee to hold trust funds in cash to mitigate that risk, which could reduce interest earned and the per‑share redemption amount. The extraordinary general meeting is set for November 10, 2025.

Agriculture & Natural Solutions Acquisition Corporation is asking shareholders to vote at a virtual extraordinary meeting scheduled for November 10, 2025 on an Extension Amendment Proposal to push the deadline to complete a business combination from November 13, 2025 to the earlier of November 13, 2026 or 30 days after a sponsor funding failure. On the record date there were 34,500,000 Public Class A Shares and 8,625,000 Class B Shares outstanding.

Public proceeds of the IPO and concurrent private placement totaling $354,400,000 are held in a trust account that funds redemptions; holders may elect cash redemption by delivering shares to the transfer agent by the Redemption Deadline of November 6, 2025. Redemption requires identification of the beneficial owner and physical or electronic delivery (including DWAC through DTC).

The filing discloses material sponsor and founder economics: the Sponsor and independent directors invested $9,400,000 for 9,400,000 private placement warrants; Initial Shareholders paid ~$25,000 for 8,625,000 Class B Shares (theoretical as-converted value ~$94,185,000 based on a September 23, 2025 closing price of $10.92). Sponsor and affiliates may be indemnified for certain claims and are reimbursable for out-of-pocket expenses (~$6.7M as of October 6, 2025). Tax consequences of redemptions are noted and depend on each holder’s facts; holders should consult tax advisors.