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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 12, 2026 |
Agriculture & Natural Solutions Acquisition Corporation
(Exact name of Registrant as Specified in Its Charter)
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Cayman Islands |
001-41861 |
98-1591619 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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712 Fifth Avenue, 36th Floor |
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New York, New York |
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10019 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 212 993-0076 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share and one-half of one warrant |
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ANSCU |
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The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
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ANSC |
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The Nasdaq Stock Market |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
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ANSCW |
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The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously announced, on July 31, 2026, Agriculture & Natural Solutions Acquisition Corporation (the “Company”) announced that, following a review by the Company’s management and its sponsor affiliate, Agriculture & Natural Solutions Acquisition Warrant Holdings LLC (“Warrant Holdings Sponsor”), the Company does not expect to consummate a business combination prior to the expiration of the Completion Window (as defined in the Company’s Amended and Restated Memorandum and Articles of Association (the “Company’s Articles”)) on August 12, 2026.
Accordingly, the Company’s board of directors (the “Board”) has determined that the Company 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, and subject to having lawfully available funds therefor, redeem (the “Redemption”) 100% of the outstanding public shares, which Redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Company’s remaining shareholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
On July 27, 2026, the Company (i) notified the Nasdaq Stock Market LLC (the “Nasdaq”) of the anticipated Redemption, liquidation and dissolution; and (ii) requested that Nasdaq (A) suspend trading of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), redeemable warrants to purchase Class A Ordinary Shares (the “Warrants”) and units, each consisting of one Class A Ordinary Share and one-half of one Warrant (the units, together with the Class A Ordinary Shares and the Warrants, the “Securities”) effective before the opening of trading on August 12, 2026, and (B) file with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Securities will no longer be listed on Nasdaq.
On August 12, 2026, Nasdaq filed a Form 25 with the SEC, upon which the delisting of the Company’s Securities became effective. Following that, the Company intends to file Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AGRICULTURE & NATURAL SOLUTIONS CORPORATION |
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Date: |
August 18, 2026 |
By: |
/s/ Thomas Smith |
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Name: Title: |
Thomas Smith
Chief Financial Officer, Chief Accounting Officer and Secretary |
