Westchester Capital Management, LLC and related entities filed an amended Schedule 13G reporting significant passive ownership in Agriculture & Natural Solutions Acquisition Corporation Class A ordinary shares. Westchester reports beneficial ownership of 1,964,677 shares, or 5.97% of the class, based on 32,922,237 shares outstanding as of November 12, 2025.
Virtus Investment Advisers, LLC reports beneficial ownership of 1,877,464 shares, or 5.70%, and The Merger Fund reports 1,852,650 shares, or 5.63%. The funds, advised by Virtus and sub-advised by Westchester, directly hold the shares for their investors. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Positive
None.
Negative
None.
Insights
Institutional investors disclose passive 5–6% stakes in ANSC with no stated control intent.
Westchester Capital Management, Virtus Investment Advisers, and The Merger Fund report beneficial ownership just above the 5% threshold in Agriculture & Natural Solutions Acquisition Corporation. Westchester’s position is 1,964,677 Class A shares, equal to 5.97% of the class as of November 12, 2025.
Virtus reports 1,877,464 shares (5.70%) and The Merger Fund 1,852,650 shares (5.63%), with voting and dispositive powers largely shared among these entities. The filing clarifies that the funds directly hold the ordinary shares for their investors under advisory and sub-advisory arrangements.
The certification explicitly states the holdings are in the ordinary course of business and not aimed at changing or influencing control, characterizing this as passive institutional ownership. Subsequent company filings may provide more context on any future changes in these ownership levels or governance intentions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
G0131Y100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G0131Y100
1
Names of Reporting Persons
Westchester Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
87,213.00
6
Shared Voting Power
1,877,464.00
7
Sole Dispositive Power
87,213.00
8
Shared Dispositive Power
1,877,464.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,964,677.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.97 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 32,922,237 Shares outstanding as of November 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13G
CUSIP No.
G0131Y100
1
Names of Reporting Persons
Virtus Investment Advisers, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,877,464.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,877,464.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,877,464.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.70 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 32,922,237 Shares outstanding as of November 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.
SCHEDULE 13G
CUSIP No.
G0131Y100
1
Names of Reporting Persons
The Merger Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,852,650.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,852,650.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,852,650.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.63 %
12
Type of Reporting Person (See Instructions)
IV
Comment for Type of Reporting Person: * Based on 32,922,237 Shares outstanding as of November 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, LLC on this Schedule 13G.
712 Fifth Avenue, 36th Floor, New York, New York 10019
Item 2.
(a)
Name of person filing:
This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust.
Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL ("VL") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, CEF and JNL Multi-Manager Alternative Fund ("JARB", together with MF, MF VL and CEF, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
(b)
Address or principal business office or, if none, residence:
Westchester Capital Management, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Virtus Investment Advisers, LLC
One Financial Plaza, Hartford, CT 06103
The Merger Fund
101 Munson Street, Greenfield, MA 01301-9683
(c)
Citizenship:
Each of Westchester and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts.
(d)
Title of class of securities:
Class A ordinary shares, $0.0001 par value per share
(e)
CUSIP No.:
G0131Y100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Westchester Capital Management, LLC: 1,964,677
Virtus Investment Advisers, LLC: 1,877,464
The Merger Fund: 1,852,650
(b)
Percent of class:
Westchester Capital Management, LLC: 5.97%
Virtus Investment Advisers, LLC: 5.70%
The Merger Fund: 5.63%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Westchester Capital Management, LLC: 87,213
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
(ii) Shared power to vote or to direct the vote:
Westchester Capital Management, LLC: 1,877,464
Virtus Investment Advisers, LLC: 1,877,464
The Merger Fund: 1,852,650
(iii) Sole power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 87,213
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 1,877,464
Virtus Investment Advisers, LLC: 1,877,464
The Merger Fund: 1,852,650
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Westchester Capital Management, LLC
Signature:
/s/ CaSaundra Wu
Name/Title:
CaSaundra Wu / Chief Compliance Officer
Date:
02/13/2026
Virtus Investment Advisers, LLC
Signature:
/s/ Chetram Persaud
Name/Title:
Chetram Persaud / Chief Compliance Officer
Date:
02/13/2026
The Merger Fund
Signature:
/s/ Daphne Chisolm
Name/Title:
Daphne Chisolm / Vice President, Counsel and Assistant Secretary
What stake in ANSC does Westchester Capital Management report on this Schedule 13G/A?
Westchester Capital Management reports beneficial ownership of 1,964,677 Class A shares of Agriculture & Natural Solutions Acquisition Corporation, representing 5.97% of the class, based on 32,922,237 shares outstanding as of November 12, 2025, as cited in the issuer’s Form 10-Q.
How much of ANSC’s stock do Virtus Investment Advisers and The Merger Fund hold?
Virtus Investment Advisers reports beneficial ownership of 1,877,464 Class A shares, or 5.70% of ANSC, while The Merger Fund reports 1,852,650 shares, equal to 5.63% of the class, using the same 32,922,237-share outstanding figure from November 12, 2025.
Are Westchester and Virtus seeking to influence control of Agriculture & Natural Solutions (ANSC)?
The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Agriculture & Natural Solutions Acquisition Corporation, characterizing these positions as passive institutional investments under Schedule 13G.
Who are the reporting persons on this ANSC Schedule 13G/A amendment?
The reporting persons are Westchester Capital Management, LLC, Virtus Investment Advisers, LLC, and The Merger Fund. Virtus acts as investment adviser to several funds, while Westchester serves as sub-adviser; the funds directly hold ANSC Class A ordinary shares for their investors’ benefit.
What voting and dispositive powers do the reporting entities have over ANSC shares?
Westchester reports 87,213 shares with sole voting and dispositive power and 1,877,464 shares with shared power. Virtus and The Merger Fund each report shared voting and dispositive power over their respective positions, with no sole voting or dispositive authority disclosed.
On what share count is the reported ANSC ownership percentage based?
All reported ownership percentages use 32,922,237 Class A shares outstanding as the reference, stated as of November 12, 2025. This outstanding share figure comes from Agriculture & Natural Solutions Acquisition Corporation’s Quarterly Report on Form 10-Q filed on that same date.