Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41861

Agriculture & Natural Solutions Acquisition Corporation

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1591619
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

    712 Fifth Avenue, 36th Floor
New York, New York

    10019

    (Address of principal executive offices)

    (Zip Code)

(212) 993-0076

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one warrant	ANSCU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	ANSC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	ANSCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 13, 2024, 34,500,000 Class A ordinary shares, par value $0.0001 per share, and 8,625,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

Quarterly Report on Form 10-Q

Table of Contents


		Page No.

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023	2

	Unaudited Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity for the Three Months Ended March 31, 2024 and 2023	3

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	19

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Mine Safety Disclosures	20

Item 5.	Other Information	20

Item 6.	Exhibits	21

SIGNATURE		22

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	MARCH 31, 2024 (Unaudited)			DECEMBER 31, 2023
ASSETS
Cash	$	235,739		$	284,783
Prepaid expenses		413,633			480,437
Total current assets		649,372			765,220
Cash held in Trust Account		352,144,776			347,456,838
Total Assets	$	352,794,148		$	348,222,058

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	30,965		$	24,780
Accounts payable - related party		358,896			214,323
Accrued expenses		4,260			—
Total current liabilities		394,121			239,103
Deferred underwriting fees payable		12,075,000			12,075,000
Deferred legal fees		864,359			583,967
Total liabilities		13,333,480			12,898,070

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at $10.21 and $10.07 per share at March 31, 2024 and December 31, 2023, respectively		352,144,776			347,456,838

Shareholders’ deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at March 31, 2024 and December 31, 2023		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at March 31, 2024 and December 31, 2023		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2024 and December 31, 2023		863			863
Additional paid-in capital		—			—
Accumulated deficit		(12,684,971	)		(12,133,713	)
Total shareholders’ deficit		(12,684,108	)		(12,132,850	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	352,794,148		$	348,222,058

The accompanying notes are an integral part of these condensed financial statements.

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	For The Three Months Ended March 31, 2024			For The Three Months Ended March 31, 2023
General and administrative	$	551,258		$	698
Loss from operations		(551,258	)		(698	)
Interest on Trust Account		4,687,938			—
Net income (loss)	$	4,136,680		$	(698	)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		34,500,000			—
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.10		$	(0.00	)
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		8,625,000			7,500,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.10		$	(0.00	)

The accompanying notes are an integral part of these condensed financial statements.

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ (DEFICIT) Equity

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited)


	Ordinary Shares Subject to Possible Redemption				Ordinary Shares
	Class A				Class B
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance as of January 1, 2024		34,500,000	$	347,456,838		8,625,000	$	863	$	—	$	(12,133,713	)	$	(12,132,850	)
Accretion of Class A ordinary shares to redemption value		—		4,687,938		—		—		—		(4,687,938	)		(4,687,938	)
Net income		—		—		—		—		—		4,136,680			4,136,680
Balance as of March 31, 2024 (unaudited)		34,500,000	$	352,144,776		8,625,000	$	863	$	—	$	(12,684,971	)	$	(12,684,108	)

FOR THE THREE MONTHS ENDED MARCH 31, 2023

(Unaudited)


	Ordinary Shares Subject to Possible Redemption				Ordinary Shares
	Class A				Class B
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Equity
Balance as of January 1, 2023		—	$	—		8,625,000	$	863	$	24,137	$	(9,614	)	$	15,386
Net loss		—		—		—		—		—		(698	)		(698	)
Balance as of March 31, 2023 (unaudited)		—	$	—		8,625,000	$	863	$	24,137	$	(10,312	)	$	14,688

The accompanying notes are an integral part of these condensed financial statements.

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	FOR THE THREE MONTHS ENDED MARCH 31, 2024			FOR THE THREE MONTHS ENDED MARCH 31, 2023
Cash Flows from Operating Activities
Net income (loss)	$	4,136,680		$	(698	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest on Trust Account		(4,687,938	)		—
Formation and operating expenses funded by note payable through Sponsor		—			698
Changes in operating assets and liabilities:
Prepaid expenses		66,805			—
Accounts payable		6,185			—
Accrued expenses		4,260			—
Deferred legal fees		280,392			—
Net cash used in operating activities		(193,616	)		—
Cash Flows from Financing Activities
Advances from related party		493,617			—
Repayment advances from related party		(349,045	)		—
Due from related party		—			—
Net cash provided by financing activities		144,572			—

Net decrease in cash		(49,044	)		—
Cash - beginning of period		284,783			20,000
Cash - end of period	$	235,739		$	20,000

Supplemental disclosure of noncash investing and financing activities:
Offering costs paid through promissory note - related party	$	—		$	39,519

The accompanying notes are an integral part of these condensed financial statements.

AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 – Description of Organization and Business Operations

Organization and General

Agriculture & Natural Solutions Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on March 22, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On November 20, 2022, the Company changed its name from Decarbonization Plus Acquisition Corporation V to Energy Opportunities Acquisition Corporation. On September 12, 2023, the Company changed its name to Agriculture & Natural Solutions Acquisition Corporation. The Company’s sponsor is Agriculture & Natural Solutions Acquisition Sponsor LLC (formerly known as Energy Opportunities Acquisition Sponsor LLC and Decarbonization Plus Acquisition Sponsor V LLC), a Cayman Islands limited liability company (the “Sponsor”).

As of March 31, 2024, the Company had not yet commenced operations. All activity for the period from March 22, 2021 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete its Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering.

Consummation of Public Offering

On November 13, 2023, the Company consummated the Public Offering of 34,500,000 units (the “Units”), including 4,500,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments (the “Over-Allotment Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $345,000,000, which is described in Note 3.

Simultaneously with the closing of the Public Offering, the Company completed the private sale of 9,400,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant (the “Private Placement”), to Agriculture & Natural Solutions Acquisition Warrant Holdings LLC (the “Warrant Holdings Sponsor”) and the Company’s independent directors, generating gross proceeds to the Company of $9,400,000, which is described in Note 4.

Transaction costs amounted to $20,396,788, including $12,075,000 in deferred underwriting fees, $6,900,000 in upfront underwriting fees, and $1,421,788 in other offering costs related to the Public Offering. In addition, cash of $2,500,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

Following the closing of the Public Offering on November 13, 2023, an amount of $345,000,000 ($10.00 per Unit) of the proceeds from the Public Offering and Private Placement was deposited into a U.S. based trust account, with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering held in the Trust Account will not be released until the earlier of (i) the consummation of the Initial Business Combination and (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Trust Account

The proceeds held in the Trust Account are in demand deposit with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations or in an interest bearing demand deposit account. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended and restated memorandum and articles of association provide that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, of the Company (the “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 its obligation to redeem 100% of the Public Shares if it does not complete an Initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ Global Market (“NASDAQ”) rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if it obtains the approval of an ordinary resolution for such Initial Business Combination under Cayman Islands law, or such higher approval threshold as may be required by law. However, in no event will the Company redeem the Public Shares if such redemption would cause the Public Shares to become a “penny stock” as such term is defined in Rule 3a51-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.

If the Company holds a shareholder vote or there is a tender offer for Public Shares in connection with an Initial Business Combination, a holder of Public Shares will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Public Shares will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 and not previously released to pay the Company’s 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 the holders’ 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 the Company’s remaining shareholders and the Company’s board of directors, 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. The Sponsor and the Company’s independent directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires

Public Shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination.

Liquidity and Capital Resources

As of March 31, 2024, the Company had a cash balance of $235,739. However, following the closing of the Public Offering, the Company’s liquidity needs are satisfied through 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.

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”). As of March 31, 2024, there were no outstanding Working Capital Loans.

The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements–Going Concern,” management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the business combination and one year from the date of issuance of these unaudited condensed financial statements. The Company intends to complete a business combination before the mandatory liquidation date.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented.

Emerging Growth Company

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $235,739 and $284,783 in cash as of March 31, 2024 and December 31, 2023, respectively. There were no cash equivalents as of March 31, 2024 and December 31, 2023.

Cash Held in Trust Account

The assets held in the Trust Account were held in demand deposit. Earnings on this deposit is included in interest on Trust Account on the accompanying unaudited condensed statements of operations.

Class A Ordinary Shares Subject to Possible Redemption

The Company’s Public Shares that were sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Each Unit consists of one Public Share and one-half of one warrant (“Public Warrant”). As such, the initial carrying value of Public Shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. The Public Shares subject to possible redemption reflected on the balance sheet as of March 31, 2024 are reconciled in the following table:


Gross proceeds	$	345,000,000
Less:
Class A ordinary shares issuance costs		(20,230,306	)
Fair value of Public Warrants at issuance		(2,182,125	)
Plus:
Remeasurement of Class A ordinary shares to redemption value		24,869,269
Class A ordinary shares subject to possible redemption at December 31, 2023	$	347,456,838
Remeasurement of Class A ordinary shares to redemption value		4,687,938
Class A ordinary shares subject to possible redemption at March 31, 2024 (unaudited)	$	352,144,776

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

There were no investments as of March 31, 2024 or December 31, 2023.

Derivative Financial Instruments

The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.”

The Company accounted for the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the instruments continue to be classified in equity.

The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and would be accounted for as a liability pursuant to ASC 480. The over-allotment option was fully exercised upon the completion of the Public Offering and no liability was recognized.

Offering Costs Associated with the Public Offering

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Public Offering. Upon completion of the Public Offering, offering costs were allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Public Shares was charged against the carrying value of Public Shares subject to possible redemption.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Weighted average shares for the three months ended March 31, 2023 were reduced for the effect of an aggregate of 1,125,000 Founder Shares (as defined below) that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (Note 4). For the three months ended March 31, 2024, the Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income (loss) per share, since their inclusion is contingent on a future event. For the three months ended March 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

A reconciliation of the net income (loss) per share is below:


	For The Three Months Ended March 31, 2024 (Unaudited)		For The Three Months Ended March 31, 2023 (Unaudited)
Redeemable Class A Ordinary Shares
Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares
Net income (loss) allocable to Redeemable Class A Ordinary Shares	$	3,309,344	$	—

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		34,500,000		—
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.10	$	(0.00	)

Non-Redeemable Class B Ordinary Shares
Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares
Net income (loss) allocable to non-redeemable Class B Ordinary Shares	$	827,336	$	(698	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		8,625,000		7,500,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.10	$	(0.00	)

Income Taxes

The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Recent Accounting Pronouncements

The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on its unaudited condensed financial statements.

Note 3 – Public Offering

The registration statement for the Company’s Public Offering was declared effective on November 8, 2023. On November 13, 2023, the Company consummated the Public Offering of 34,500,000 Units, including 4,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $345,000,000. Each Unit consisted of one Public Share and one-half of one Public Warrant. Each Public Warrant entitles the holder to purchase one Public Share at an exercise price of $11.50 per whole share.

The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover any over-allotments at the Public Offering price less the underwriting discounts and commissions. The Units that were issued in connection with the over-allotment option were identical to the Units issued in the Public Offering. On November 13, 2023, simultaneously in connection with the Public Offering, the underwriters exercised their over-allotment option in full.

Note 4 – Related Party Transactions

Founder Shares

On March 24, 2021, the Company issued an aggregate of 10,062,500 Class B ordinary shares, $0.0001 par value, of the Company (the “Founder Shares”) in exchange for a $25,000 payment (approximately $0.002 per share) from the Sponsor to cover certain expenses on behalf of the Company. In September 2021, the Sponsor surrendered to the Company for no consideration an aggregate of 2,156,250 Founder Shares, which the Company accepted and cancelled. In November 2022, the Company effected a share dividend with respect to Founder Shares of 2,635,417 shares. In September 2023, the Sponsor surrendered to the Company for no consideration an aggregate of 4,791,667 Founder Shares, which the Company accepted and cancelled. In October 2023, the Company effected a share dividend with respect to the Company’s Founder Shares of 2,875,000 shares. In November 2023, the Company’s sponsor surrendered to the Company for no consideration 400,000 Founder Shares, and an aggregate of 400,000 Founder Shares were issued to the independent directors at their original purchase price. Founder Shares were retroactively restated to the net amount issued and outstanding resulting in 8,625,000 Founder Shares, acquired for approximately $0.003 per share and outstanding as of the periods presented. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holders thereof and are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to an aggregate of 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Public Offering. As a result of the underwriters’ exercise of their over-allotment option in full, 1,125,000 Founder Shares are no longer subject to forfeiture. The Sponsor and the Company’s independent directors are not entitled to redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of the Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the Sponsor and the Company’s independent directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them.

The Sponsor and the Company’s independent directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Public Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement Warrants

On November 13, 2023, the Warrant Holdings Sponsor and the Company’s independent directors purchased an aggregate of 9,400,000 Private Placement Warrants at a price of $1.00 per whole Private Placement Warrant in a private placement that occurred simultaneously with the closing of the Public Offering. Each whole Private Placement Warrant is exercisable for one whole Public Share at a price of $11.50 per share. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis. The Private Placement Warrants will not expire except upon liquidation.

The Warrant Holdings Sponsor and the Company’s independent directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.

Upon the purchase of the Private Placement Warrants by the Warrant Holdings Sponsor, the Company recorded the proceeds as additional paid-in capital amounting to $9,400,000.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Public Shares) pursuant to a registration rights agreement signed on the date of the prospectus for the Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company bears the expenses incurred in connection with the filing of any such registration statements.

Administrative Support Agreement

The Company agreed, commencing on the date the securities of the Company were first listed on NASDAQ, to reimburse the Sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2024 and December 31, 2023, the Company incurred $30,000 and $15,000 respectively in administrative fees and recorded within “Accounts payable – related party” on the balance sheets.

Related Party Loans

On March 23, 2021, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and payable on demand. On September 20, 2021, the Note was amended and restated to extend the maturity date to the earlier of December 31, 2022 or the completion of the Public Offering. On December 9, 2022, the Note was further amended and restated to extend the maturity date to the earlier of December 31, 2023 or the completion of the Public Offering. On September 13, 2023, the Note was further amended and restated to extend maturity date to the earlier of March 31, 2024 or the completion of the Public Offering. Upon completion of the Public Offering on November 22, 2023, the Note was repaid. The Note is no longer available to be drawn.

Due to Related Party

As of March 31, 2024 and December 31, 2023, the Company had $358,896 and $214,323, respectively, due to related party recorded in “Accounts payable – related party” on the balance sheets. This amount represents formation, offering, and operating costs paid on behalf of the Company and is due on demand.

Working Capital Loans

In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company any Working Capital Loans. If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor or an affiliate of the Sponsor makes any Working Capital Loans, up to $1,500,000 of such loans may be converted into warrants of the post-business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of March 31, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans.

Note 5 – Commitments and Contingencies

Underwriting Agreement

On November 13, 2023, the Company paid an underwriting discount of 2.0% of the gross proceeds from the Units sold in the Public Offering (or $6,900,000 in aggregate) to the underwriters at the closing of the Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $12,075,000 will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

Note 6 – Shareholders’ Deficit

Preference shares

The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2024 and December 31, 2023, there were no preference shares issued or outstanding.

Ordinary Shares

The authorized ordinary shares of the Company include up to 500,000,000 Public Shares with a par value of $0.0001 per share and 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Public Shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association). As of March 31, 2024 and December 31, 2023, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption.

The Sponsor agreed to forfeit up to an aggregate of 1,125,000 Founder Shares depending on the extent to which the over-allotment option was not exercised by the underwriters so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Public Offering. On November 13, 2023, in connection with the consummation of the Public Offering, the underwriters exercised their over-allotment option in full and the 1,125,000 Founder Share are no longer subjected to forfeiture.

As of March 31, 2024 and December 31, 2023, there were 8,625,000 Founder Shares issued and outstanding.

Warrants

As of March 31, 2024 and December 31, 2023, there were 26,650,000 warrants (17,250,000 Public Warrants and 9,400,000 Private Placement Warrants) outstanding. Each whole warrant entitles the holder thereof to purchase one Public Share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of the Initial Business Combination and the Public Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants will not expire except upon liquidation. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The exercise price of each warrant is $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional Public Shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average last reported trading price of the Public Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “market value”) is below the Newly Issued Price, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the Newly Issued Price.

The warrants will become exercisable 30 days after the completion of the Initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Public Shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the applicable warrant agreement).

The Company is not registering Public Shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the applicable warrant agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants will not expire except upon liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

Beginning 120 days after completion of the Initial Business Combination, the Company may redeem the outstanding Public Warrants for cash:

•

In whole and not in part;

•

At a price of $0.01 per warrant;

•

Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and

•

if, and only if, the last sale price of the Public Shares equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders.

The Company will not redeem the Public Warrants for cash unless a registration statement under the Securities Act covering the Public Shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Public Shares is available throughout such 30-trading day period and the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

None of the Private Placement Warrants will be redeemable by the Company.

No fractional Public Shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Public Shares to be issued to the holder.

Note 7 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. 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. Our Sponsor is 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”). Although we may pursue an acquisition opportunity in any business or industry, we intend to capitalize on Riverstone’s and Impact Ag’s 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 (“Public Offering”) was declared effective on November 8, 2023. 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 (the “Over-Allotment Units”), 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. Each Unit consists of one Class A ordinary share (“Public Share”) and one-half of one warrant (“Public Warrant”)

Simultaneously with the consummation of the Public Offering, we consummated the sale of 9,400,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “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 Private Placement 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 invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, 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 within 24 months from the closing of the Public Offering, or November 13, 2025, 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.

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, 2024 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, 2024, we reported net income of $4,136,680 which consisted of general and administrative expenses of $551,258, offset by $4,687,938 of interest on Trust Account.

For the three months ended March 31, 2023, we had a net loss of $698, which consisted of formation costs.

Liquidity and Capital Resources

As of March 31, 2024, the Company had a cash balance of $235,739 and a working capital of $255,251. However, following the closing of the Public Offering, the Company’s liquidity needs are 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, 2024, cash used in operating activities was $193,616, which is made up of a net income of $4,136,680, changes in operating assets and liabilities of $357,642. These amounts were offset by an interest on Trust Account of $4,687,938. Cash of $235,739 was held outside of the Trust Account and is available for the Company’s working capital purposes.

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, our officers, directors and initial shareholders may, but are not obligated to, provide us with loans up to $1,500,000 as the Company may require (“Working Capital Loans”). As of March 31, 2024, there were no Working Capital Loans outstanding.

The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements–Going Concern,” our management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the business combination and one year from the date of issuance of these unaudited condensed financial statements. However, management has determined that if the Company is unable to complete a business combination by November 13, 2025, then the Company will cease all operations except for the purpose of liquidating. 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 Company’s Class B ordinary shares, $0.0001 par value, of the Company (the “Founder Shares”), Private Placement Warrants and Public 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 Public Warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement. These holders will be 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 Global Market (“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, 2024 and 2023, the Company incurred $30,000 and $0, respectively, in administrative fees.

Critical Accounting Estimates

The preparation of unaudited condensed 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 unaudited condensed financial statements, and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates:

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Public Offering proceeds from the Units between Public Shares and warrants, using the residual method by allocating Public Offering proceeds first to assigned value of the warrants and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ equity as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

Recent Accounting Pronouncements

We do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our 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.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to our principle executive officer and principle financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our principle executive officer and principle financial officer evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our principle executive officer and principle financial officer concluded that, as of March 31, 2024, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective during the period covered by this report.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks discussed in Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 28, 2024 (the “Annual Report”). Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in the risk factors discussed in the Annual Report.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

All recent unregistered sales of securities have been previously reported.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number		Description
1.1		Underwriting Agreement, dated November 8, 2023, between ANSC and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 1.1 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023)
3.1		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. 001-41861) filed with the SEC on November 14, 2023)
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to ANSC’s Registration Statement on Form S-1 (File No. 333-275150) filed with the SEC on November 2, 2023)
4.2		Specimen Class A Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to ANSC’s Registration Statement on Form S-1 (File No. 333-275150) filed with the SEC on November 2, 2023)
4.3		Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.3 to ANSC’s Registration Statement on Form S-1 (File No. 333-275150) filed with the SEC on November 2, 2023)
4.4		Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.4 to ANSC’s Registration Statement on Form S-1 (File No. 333-275150) filed with the SEC on November 2, 2023)
4.5		Private Warrant Agreement, dated November 8, 2023, between ANSC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023)
4.6		Public Warrant Agreement, dated November 8, 2023, between ANSC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023)
10.1		Letter Agreement, dated November 8, 2023, among ANSC, its officers and directors, the Sponsor and Agriculture & Natural Solutions Acquisition Warrant Holdings, LLC (the “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 14, 2023)
10.2		Investment Management Trust Agreement, dated November 8, 2023, between ANSC and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023)
10.3		Registration Rights Agreement, dated November 8, 2023, among the Company, the Sponsor, the Warrant Holdings Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023)
10.4		Administrative Support Agreement, dated as of November 8, 2023, by and between ANSC and Riverstone Equity Partners LP (incorporated by reference to Exhibit 10.4 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023)
10.5		Private Placement Warrants Purchase Agreement, dated November 8, 2023, among ANSC, the Warrant Holdings Sponsor and the other purchasers named therein (incorporated by reference to Exhibit 10.5 to ANSC’s Current Report on Form 8-K (File No. 001-41861) filed with the SEC on November 14, 2023)
10.6		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to ANSC’s Registration Statement on Form S-1 (Commission File No. 333-275150), filed November 2, 2023)
31.1		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1		Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
32.2		Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.


	AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION

Date: May 13, 2024	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Chief Financial Officer, Chief Accounting Officer and Secretary

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert (Bert) Glover, certify that:

I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2024 of Agriculture & Natural Solutions Acquisition Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: May 13, 2024	By:	/s/ Robert (Bert) Glover
		Robert (Bert) Glover
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas Smith, certify that:

I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2024 of Agriculture & Natural Solutions Acquisition Corporation;

(a)

(b)

[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: May 13, 2024	By:	/s/ Thomas Smith
		Thomas Smith
		Chief Financial Officer, Chief Accounting Officer and Secretary

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Agriculture & Natural Solutions Acquisition Corporation (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: May 13, 2024	By:	/s/ Robert (Bert) Glover
		Robert (Bert) Glover
		Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)

The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: May 13, 2024	By:	/s/ Thomas Smith
		Thomas Smith
		Chief Financial Officer, Chief Accounting Officer and Secretary

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41861
Entity Registrant Name	Agriculture & Natural Solutions Acquisition Corporation
Entity Central Index Key	0001854149
Entity Tax Identification Number	98-1591619
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	712 Fifth Avenue
Entity Address, Address Line Two	36th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	993-0076
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Class A Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,500,000
Class B Ordinary Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Units, each consisting of one Class A ordinary share and one-half of one warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one warrant
Trading Symbol	ANSCU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	ANSC
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one class a ordinary share at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	ANSCW
Security Exchange Name	NASDAQ

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Assets, Current [Abstract]
Cash	$ 235,739	$ 284,783
Prepaid expenses	413,633	480,437
Total current assets	649,372	765,220
Cash held in Trust Account	352,144,776	347,456,838
Total assets	352,794,148	348,222,058
Current liabilities:
Accrued expenses	4,260
Total current liabilities	394,121	239,103
Deferred underwriting fees payable	12,075,000	12,075,000
Deferred legal fees	864,359	583,967
Total liabilities	13,333,480	12,898,070
Commitments and Contingencies (Note 5)
Shareholder's Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Accumulated deficit	(12,684,971)	(12,133,713)
Total shareholder's equity	(12,684,108)	(12,132,850)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit	352,794,148	348,222,058
Related Party
Current liabilities:
Accounts payable	358,896	214,323
Nonrelated Party
Current liabilities:
Accounts payable	30,965	24,780
Class A Ordinary Shares \| Ordinary shares subject to possible redemption [Member]
Current liabilities:
Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at $10.21 and 10.07 per share and earnings on cash held in Trust Account at March 31, 2024 and December 31, 2023, respectively	352,144,776	347,456,838
Class B Ordinary Shares
Shareholder's Equity
Ordinary shares	$ 863	$ 863

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares
Shares subject to possible redemption, shares authorized	34,500,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class A Ordinary Shares \| Ordinary shares subject to possible redemption [Member]
Shares subject to possible redemption, par value	$ 0.0001
Shares subject to possible redemption, shares authorized	34,500,000	34,500,000
Shares subject to possible redemption, price per share	$ 10.21	$ 10.07
Class B Ordinary Shares
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Condensed Statements Of Operations - USD ($)	3 Months Ended
Condensed Statements Of Operations - USD ($)	Mar. 31, 2024	Mar. 31, 2023
General and administrative	$ 551,258	$ 698
Loss from operations	(551,258)	(698)
Interest cash	4,687,938
Net income (loss)	$ 4,136,680	$ (698)
Redeemable Class A Ordinary Shares
Weighted average shares outstanding, basic	34,500,000
Weighted average shares outstanding, diluted	34,500,000
Basic net income (loss) per share	$ 0.1	$ (0)
Diluted net income (loss) per share	$ 0.1	$ (0)
Common Class B
Net income (loss)	$ 827,336	$ (698)
Weighted average shares outstanding, basic	8,625,000	7,500,000
Weighted average shares outstanding, diluted	8,625,000	7,500,000
Basic net income (loss) per share	$ 0.1	$ (0)
Diluted net income (loss) per share	$ 0.1	$ (0)

Condensed Statements Of Operations (Parenthetical) - shares	Mar. 31, 2024	Dec. 31, 2023
Common Class B
Common stock, shares outstanding	8,625,000	8,625,000
Founder Shares [Member]
Common stock, shares outstanding	8,625,000	8,625,000

Condensed Statements Of Changes in Ordinary Shares Subject to Possible Redemption and Shareholder's Deficit - USD ($)	Total	Class B	Ordinary Shares Subject to Possible Redemption Class A	Ordinary Shares Class B	Additional Paid-In Capital	Accumulated Deficit
Balance, Shares at Dec. 31, 2022				8,625,000
Balance at Dec. 31, 2022	$ 15,386			$ 863	$ 24,137	$ (9,614)
Net income (loss)	(698)	$ (698)				(698)
Balance, Shares at Mar. 31, 2023				8,625,000
Balance at Mar. 31, 2023	14,688			$ 863	24,137	(10,312)
Balance, Shares at Dec. 31, 2022				8,625,000
Balance at Dec. 31, 2022	15,386			$ 863	$ 24,137	(9,614)
Balance, Shares at Dec. 31, 2023				8,625,000
Balance at Dec. 31, 2023	(12,132,850)			$ 863		(12,133,713)
Temporary Equity, Balance at Dec. 31, 2023			$ 347,456,838
Temporary Equity, Balance, Shares at Dec. 31, 2023			34,500,000
Temporary equity Accretion of Class A ordinary shares to redemption value			$ 4,687,938
Net income (loss)	4,136,680	$ 827,336				4,136,680
Accretion of Class A ordinary shares to redemption value	(4,687,938)					(4,687,938)
Balance, Shares at Mar. 31, 2024				8,625,000
Balance at Mar. 31, 2024	$ (12,684,108)			$ 863		$ (12,684,971)
Temporary Equity, Balance at Mar. 31, 2024			$ 352,144,776
Temporary Equity, Balance, Shares at Mar. 31, 2024			34,500,000

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) - shares	Mar. 31, 2024	Dec. 31, 2023
Class B
Common stock, shares outstanding	8,625,000	8,625,000
Founder Shares [Member]
Common stock, shares outstanding	8,625,000	8,625,000

Condensed Statements Of Cash Flows - USD ($)	3 Months Ended
Condensed Statements Of Cash Flows - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net income (loss)	$ 4,136,680	$ (698)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest cash	(4,687,938)
Formation and operating expenses funded by note payable through sponsor		698
Changes in operating assets and liabilities:
Prepaid expenses	66,805
Deferred legal fees	280,392
Accounts payable	6,185
Accrued expenses	4,260
Net cash used in operating activities	(193,616)
Cash Flows from Financing Activities
Advances from related party	493,617
Repayment advances from related party	(349,045)
Net cash provided by financing activities	144,572
Net decrease in cash	(49,044)
Cash - beginning of period	284,783	20,000
Cash - end of period	$ 235,739	20,000
Supplemental disclosure of noncash investing and financing activities:
Offering costs paid through promissory note - related party		$ 39,519

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

Note 1 – Description of Organization and Business Operations

Organization and General

Consummation of Public Offering

The Trust Account

Initial Business Combination

Risks and Uncertainties

Liquidity and Capital Resources

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash Held in Trust Account

The assets held in the Trust Account were held in demand deposit. Earnings on this deposit is included in interest on Trust Account on the accompanying unaudited condensed statements of operations.

Class A Ordinary Shares Subject to Possible Redemption


Gross proceeds	$	345,000,000
Less:
Class A ordinary shares issuance costs		(20,230,306	)
Fair value of Public Warrants at issuance		(2,182,125	)
Plus:
Remeasurement of Class A ordinary shares to redemption value		24,869,269
Class A ordinary shares subject to possible redemption at December 31, 2023	$	347,456,838
Remeasurement of Class A ordinary shares to redemption value		4,687,938
Class A ordinary shares subject to possible redemption at March 31, 2024 (unaudited)	$	352,144,776

Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

There were no investments as of March 31, 2024 or December 31, 2023.

Derivative Financial Instruments

Offering Costs Associated with the Public Offering

Net Income (Loss) Per Share

A reconciliation of the net income (loss) per share is below:


	For The Three Months Ended March 31, 2024 (Unaudited)		For The Three Months Ended March 31, 2023 (Unaudited)
Redeemable Class A Ordinary Shares
Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares
Net income (loss) allocable to Redeemable Class A Ordinary Shares	$	3,309,344	$	—

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		34,500,000		—
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.10	$	(0.00	)

Non-Redeemable Class B Ordinary Shares
Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares
Net income (loss) allocable to non-redeemable Class B Ordinary Shares	$	827,336	$	(698	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		8,625,000		7,500,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.10	$	(0.00	)

Income Taxes

Concentration of Credit Risk

Recent Accounting Pronouncements

Public Offering

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Public Offering

Note 3 – Public Offering

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 4 – Related Party Transactions

Founder Shares

Private Placement Warrants

Upon the purchase of the Private Placement Warrants by the Warrant Holdings Sponsor, the Company recorded the proceeds as additional paid-in capital amounting to $9,400,000.

Registration Rights

Administrative Support Agreement

Related Party Loans

Due to Related Party

Working Capital Loans

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5 – Commitments and Contingencies

Underwriting Agreement

Shareholders' Deficit

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Shareholders' Deficit

Note 6 – Shareholders’ Deficit

Preference shares

Ordinary Shares

As of March 31, 2024 and December 31, 2023, there were 8,625,000 Founder Shares issued and outstanding.

Warrants

Beginning 120 days after completion of the Initial Business Combination, the Company may redeem the outstanding Public Warrants for cash:

•

In whole and not in part;

•

At a price of $0.01 per warrant;

•

Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and

•

None of the Private Placement Warrants will be redeemable by the Company.

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 7 – Subsequent Events

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash Held in Trust Account

The assets held in the Trust Account were held in demand deposit. Earnings on this deposit is included in interest on Trust Account on the accompanying unaudited condensed statements of operations.

Class A Ordinary Shares Subject to Possible Redemption


Gross proceeds	$	345,000,000
Less:
Class A ordinary shares issuance costs		(20,230,306	)
Fair value of Public Warrants at issuance		(2,182,125	)
Plus:
Remeasurement of Class A ordinary shares to redemption value		24,869,269
Class A ordinary shares subject to possible redemption at December 31, 2023	$	347,456,838
Remeasurement of Class A ordinary shares to redemption value		4,687,938
Class A ordinary shares subject to possible redemption at March 31, 2024 (unaudited)	$	352,144,776

Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

There were no investments as of March 31, 2024 or December 31, 2023.

Derivative Financial Instruments

Offering Costs Associated with the Public Offering

Net Income (Loss) Per Share

A reconciliation of the net income (loss) per share is below:


	For The Three Months Ended March 31, 2024 (Unaudited)		For The Three Months Ended March 31, 2023 (Unaudited)
Redeemable Class A Ordinary Shares
Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares
Net income (loss) allocable to Redeemable Class A Ordinary Shares	$	3,309,344	$	—

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		34,500,000		—
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.10	$	(0.00	)

Non-Redeemable Class B Ordinary Shares
Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares
Net income (loss) allocable to non-redeemable Class B Ordinary Shares	$	827,336	$	(698	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		8,625,000		7,500,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.10	$	(0.00	)

Income Taxes

Concentration of Credit Risk

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Public Shares Subject to Possible Redemption

The Public Shares subject to possible redemption reflected on the balance sheet as of March 31, 2024 are reconciled in the following table:


Gross proceeds	$	345,000,000
Less:
Class A ordinary shares issuance costs		(20,230,306	)
Fair value of Public Warrants at issuance		(2,182,125	)
Plus:
Remeasurement of Class A ordinary shares to redemption value		24,869,269
Class A ordinary shares subject to possible redemption at December 31, 2023	$	347,456,838
Remeasurement of Class A ordinary shares to redemption value		4,687,938
Class A ordinary shares subject to possible redemption at March 31, 2024 (unaudited)	$	352,144,776

Schedule of Reconciliation of Income (Loss) Per Share

A reconciliation of the net income (loss) per share is below:


	For The Three Months Ended March 31, 2024 (Unaudited)		For The Three Months Ended March 31, 2023 (Unaudited)
Redeemable Class A Ordinary Shares
Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares
Net income (loss) allocable to Redeemable Class A Ordinary Shares	$	3,309,344	$	—

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A		34,500,000		—
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.10	$	(0.00	)

Non-Redeemable Class B Ordinary Shares
Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares
Net income (loss) allocable to non-redeemable Class B Ordinary Shares	$	827,336	$	(698	)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		8,625,000		7,500,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.10	$	(0.00	)

Description of Organization and Business Operations - Additional Information (Details) - USD ($)		3 Months Ended
	Nov. 13, 2023	Mar. 31, 2024	Dec. 31, 2023
Description of Organization and Business Operations [Line Items]
Share price		$ 12
Percentage of public shares to be redeemed in case business combination not complete		100.00%
Period within which initial business combination completed from closing of initial public offering		24 months
Minimum percentage of assets held in trust account		80.00%
Percentage of public shares to be redeemed in case business combination unable to complete		100.00%
Interest to pay dissolution expenses		$ 100,000
Cash		235,739	$ 284,783
Working capital loans, outstanding amount		0
Maximum
Description of Organization and Business Operations [Line Items]
Working capital loans		$ 1,500,000
Class A Ordinary Shares
Description of Organization and Business Operations [Line Items]
Common stock par value per share		$ 0.0001	$ 0.0001
Class A Ordinary Shares \| Public Share
Description of Organization and Business Operations [Line Items]
Common stock par value per share		$ 0.0001
Private Placement Warrants
Description of Organization and Business Operations [Line Items]
Class of warrant or right issued during period, warrants	9,400,000
Class of warrant or right issued during period, warrants, price per warrant	$ 1
Gross proceeds from private placement	$ 9,400,000
Initial Public Offering
Description of Organization and Business Operations [Line Items]
Number of units sold	34,500,000
Share price	$ 10
Gross proceeds	$ 345,000,000
Transaction costs	20,396,788
Deferred underwriting fees	12,075,000
Upfront underwriting fees	6,900,000
Other offering costs	1,421,788
Cash held outside of Trust Account	2,500,000
Cash deposited into a U.S. based trust account	$ 345,000,000
Over-Allotment Units
Description of Organization and Business Operations [Line Items]
Number of units sold	4,500,000
Gross proceeds from private placement	$ 345,000,000

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Cash	$ 235,739		$ 284,783
Cash equivalents	0		0
Dilutive securities		0
Unrecognized tax benefits	0		0
Accrued payment of interest and penalties	0		0
Cash, FDIC insured amount	$ 250,000
Public shares, description	Each Unit consists of one Public Share and one-half of one warrant (“Public Warrant”)
Investments	$ 0		$ 0
Founder Shares \| Maximum
Shares subject to forfeiture upon exercise of over-allotment option by underwriters		1,125,000

Summary of Significant Accounting Policies - Summary of Public Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares - Ordinary shares subject to possible redemption [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary Of Reconciliation Of Ordinary Shares Subject To Possible Redemption [Line Items]
Gross proceeds		$ 345,000,000
Class A ordinary shares issuance costs		(20,230,306)
Fair value of Public Warrants at issuance		(2,182,125)
Remeasurement of Class A ordinary shares to redemption value	$ 4,687,938	24,869,269
Class A ordinary shares subject to possible redemption at March 31, 2024	$ 352,144,776	$ 347,456,838

Summary of Significant Accounting Policies - Schedule of Reconciliation of Income (Loss) Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Basic and Diluted [Line Items]
Numerator: Net income (loss) allocable	$ 4,136,680	$ (698)
Class A Ordinary Shares \| Ordinary shares subject to possible redemption [Member]
Earnings Per Share, Basic and Diluted [Line Items]
Numerator: Net income (loss) allocable	$ 3,309,344
Denominator: Weighted average shares outstanding, Basic	34,500,000
Denominator: Weighted average shares outstanding, Diluted	34,500,000
Net income (loss) per share, Basic	$ 0.1	$ (0)
Net income (loss) per share, Diluted	$ 0.1	$ (0)
Class B Ordinary Shares
Earnings Per Share, Basic and Diluted [Line Items]
Numerator: Net income (loss) allocable	$ 827,336	$ (698)
Denominator: Weighted average shares outstanding, Basic	8,625,000	7,500,000
Denominator: Weighted average shares outstanding, Diluted	8,625,000	7,500,000
Net income (loss) per share, Basic	$ 0.1	$ (0)
Net income (loss) per share, Diluted	$ 0.1	$ (0)

Public Offering - Additional Information (Details) - USD ($)	Nov. 13, 2023	Mar. 31, 2024
Subsidiary or Equity Method Investee [Line Items]
Share price		$ 12
Private Placement Warrants
Subsidiary or Equity Method Investee [Line Items]
Gross proceeds from private placement	$ 9,400,000
Class of warrant or right issued during period, warrants	9,400,000
Class of warrant or right issued during period, warrants, price per warrant	$ 1
Number of shares called by each warrant	1
Exercise price of warrant	$ 11.5	11.5
Public Warrants
Subsidiary or Equity Method Investee [Line Items]
Exercise price of warrant		$ 11.5
IPO
Subsidiary or Equity Method Investee [Line Items]
Sale of units	34,500,000
Share price	$ 10
Proceeds from initial public offering	$ 345,000,000
Public Offering
Subsidiary or Equity Method Investee [Line Items]
Sale of units	34,500,000
Over-Allotment Option
Subsidiary or Equity Method Investee [Line Items]
Sale of units	4,500,000
Gross proceeds from private placement	$ 345,000,000
Public Shares
Subsidiary or Equity Method Investee [Line Items]
Exercise price of warrant	$ 11.5

Related Party Transactions - Additional Information (Details) - USD ($)				1 Months Ended					3 Months Ended	12 Months Ended
	Nov. 13, 2023	Mar. 24, 2021	Mar. 23, 2021	Nov. 30, 2023	Oct. 31, 2023	Sep. 30, 2023	Nov. 30, 2022	Sep. 30, 2021	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Related Party Transaction [Line Items]
Founder shares as percentage on issued and outstanding shares									20.00%
Share price									$ 12
Related Party
Related Party Transaction [Line Items]
Accounts payable - related party									$ 358,896	$ 214,323	$ 214,323
Founder Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding									8,625,000
Common stock par value per share									$ 0.003
Stock repurchased and cancelled						$ 0		$ 0
Stock repurchased and cancelled, shares						4,791,667		2,156,250
Share dividend					2,875,000		2,635,417
Stock repurchased, Value				$ 0
Stock repurchased, shares				400,000
Stock reissued to independent directors at original purchase price				400,000
Shares not subject to forfeiture due to underwriters exercise of over-allotment option in full									1,125,000
Founder Shares \| Maximum [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture									1,125,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding									8,625,000	8,625,000
Shares issued									8,625,000	8,625,000
Common stock par value per share									$ 0.0001	$ 0.0001
Class B Ordinary Shares \| Founder Shares
Related Party Transaction [Line Items]
Shares issued		10,062,500
Common stock par value per share		$ 0.0001
Amount received from sponsor in exchange of shares		$ 25,000
Amount received from sponsor in exchange of shares, per share		$ 0.002
Private Placement Warrants
Related Party Transaction [Line Items]
Class of warrant or right issued during period, warrants	9,400,000
Proceeds from the sale of Private Placement Warrants	$ 9,400,000
Number of shares called by each warrant	1
Exercise price of warrant	$ 11.5								$ 11.5
Class of warrant or right issued during period, warrants, price per warrant	$ 1
Administrative Support Agreement \| Sponsor
Related Party Transaction [Line Items]
Office space, utilities and secretarial and administrative support expense, per month	$ 10,000
Administrative fees									$ 30,000	$ 15,000
Loan Agreement \| Promissory Note
Related Party Transaction [Line Items]
Potential proceeds from related party loan			$ 300,000
Debt instrument, maturity date description									On September 20, 2021, the Note was amended and restated to extend the maturity date to the earlier of December 31, 2022 or the completion of the Public Offering. On December 9, 2022, the Note was further amended and restated to extend the maturity date to the earlier of December 31, 2023 or the completion of the Public Offering. On September 13, 2023, the Note was further amended and restated to extend maturity date to the earlier of March 31, 2024 or the completion of the Public Offering. Upon completion of the Public Offering on November 22, 2023, the Note was repaid. The Note is no longer available to be drawn.
Working Capital Loans
Related Party Transaction [Line Items]
Potential proceeds from related party loan									$ 1,500,000
Class of warrant or right issued during period, warrants, price per warrant									$ 1
Loan borrowed from related party									$ 0	$ 0

Commitments and Contingencies - Additional Information (Details) - USD ($)	Nov. 13, 2023	Mar. 31, 2024
Loss Contingencies [Line Items]
Underwriting discount percentage	2.00%
Percentage of additional fee on gross offering proceeds payable	3.50%
Deferred underwriting aggregate amount	$ 6,900,000
Deferred Underwriting Discount		$ 12,075,000

Shareholders' Deficit - Additional Information (Details) - $ / shares		3 Months Ended	12 Months Ended
	Nov. 13, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Warrants outstanding		26,650,000	26,650,000
Class B Ordinary Shares
Class of Stock [Line Items]
Common Stock, Shares Authorized		50,000,000	50,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, voting rights		Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).
Common stock, shares issued		8,625,000	8,625,000
Common stock, shares outstanding		8,625,000	8,625,000
Founder Shares
Class of Stock [Line Items]
Common stock, shares issued		8,625,000	8,625,000
Common stock, shares outstanding		8,625,000	8,625,000
Number of shares no longer subjected to forfeiture	1,125,000
Percentage of issued and outstanding shares after the proposed offering		20.00%
Public Shares
Class of Stock [Line Items]
Common Stock, Shares Authorized		500,000,000
Common stock, par value		$ 0.0001
Common stock, voting rights		Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association).
Common stock, shares issued		34,500,000	34,500,000
Common stock, shares outstanding		34,500,000	34,500,000
Public Warrants
Class of Stock [Line Items]
Warrants outstanding		17,250,000	17,250,000
Exercise price of warrant		$ 11.5
Class of warrant or right redemption threshold consecutive trading days		30 days
Warrants expiration term (in years)		5 years
Exercise price adjustment percentage higher of market value			115.00%
Number of days for warrants become exercisable after initial business combination		30 days
Minimum number of days required after initial business combination to redeem outstanding warrants		120 days
Redeemable price per warrant		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Redemption period		30 days
Threshold trading days for redemption of public warrants		20 days
Threshold consecutive trading days for redemption of public warrants		30 days
Threshold number of business days before sending notice of redemption to warrant holders		3 days
Public Warrants \| Public Shares
Class of Stock [Line Items]
Share Price		$ 18
Number of consecutive trading days for determining share price		20 days
Private Placement Warrants
Class of Stock [Line Items]
Warrants outstanding		9,400,000	9,400,000
Exercise price of warrant	$ 11.5	$ 11.5
Class of warrant or right redemption threshold consecutive trading days		30 days
Maximum \| Founder Shares
Class of Stock [Line Items]
Number of shares forfeited		1,125,000
Maximum \| Public Warrants
Class of Stock [Line Items]
Share Price				$ 9.2
Minimum \| Public Warrants
Class of Stock [Line Items]
Percentage of aggregate gross proceeds of issuance available for funding of business combination		60.00%

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