Correspondence 0001193125-23-268407 from Agriculture & Natural Solutions Acquisition Corp (ANSC, ANSCU, ANSCW) (CIK 0001854149) (ANSC)
Agriculture & Natural Solutions Acquisition Corp (ANSC, ANSCU, ANSCW) (CIK 0001854149)
Date: Nov. 1, 2023 · CIK: 0001854149 · Accession: 0001193125-23-268407
AI Filing Summary & Sentiment
File numbers found in text: 333-275150
Referenced dates: October 31, 2023
Letter
Agriculture & Natural Solutions Acquisition Corporation
712 Fifth Avenue, 36th Floor
New York, NY 10019
November 1, 2023
Division of Corporation Finance
Office of Real Estate & Construction
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Agriculture & Natural Solutions Acquisition Corporation
Registration Statement on Form S-1
Filed October 24, 2023
File No. 333-275150
Ladies and Gentlemen:
Set forth below are the responses of Agriculture & Natural Solutions Acquisition Corporation (the “Company,” “we,” “us” or “our”) to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated October 31, 2023 with respect to the Company’s Registration Statement on Form S-1, File No. 333-275150, filed with the Commission on October 24, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, we are filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”).
For your convenience, the Company’s response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified.
Registration Statement on Form S-1 filed October 24, 2023
Summary
Our Company, page 3
1. On pages 4-5 where you discuss the prior SPAC/de-SPAC experience of Riverstone, and elsewhere as appropriate, please disclose the current trading price of each post-combination publicly listed entity’s common stock (and American Depositary Shares, where applicable).
RESPONSE: The Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see pages 4–5 and 103–104.
Securities and Exchange Commission
November 1, 2023
Page
2. On page 4 where you discuss Hyzon Motors Inc., please disclose that certain members of your management team and board of directors have been named as defendants in several civil lawsuits relating to the July 2021 merger between Decarbonization Plus Acquisition Corporation and Hyzon.
RESPONSE: The Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see pages 5 and 104.
* * * * *
Securities and Exchange Commission
November 1, 2023
Page
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Stancell Haigwood or E. Ramey Layne of Vinson & Elkins L.L.P. at (212) 237-0035 or (713) 758-4629.
Very truly yours,
Agriculture & Natural Solutions Acquisition Corporation
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CORRESP 1 filename1.htm CORRESP Agriculture & Natural Solutions Acquisition Corporation 712 Fifth Avenue, 36th Floor New York, NY 10019 November 1, 2023 Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Agriculture & Natural Solutions Acquisition Corporation Registration Statement on Form S-1 Filed October 24, 2023 File No. 333-275150 Ladies and Gentlemen: Set forth below are the responses of Agriculture & Natural Solutions Acquisition Corporation (the “Company,” “we,” “us” or “our”) to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated October 31, 2023 with respect to the Company’s Registration Statement on Form S-1, File No. 333-275150, filed with the Commission on October 24, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, we are filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For your convenience, the Company’s response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified. Registration Statement on Form S-1 filed October 24, 2023 Summary Our Company, page 3 1. On pages 4-5 where you discuss the prior SPAC/de-SPAC experience of Riverstone, and elsewhere as appropriate, please disclose the current trading price of each post-combination publicly listed entity’s common stock (and American Depositary Shares, where applicable). RESPONSE: The Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see pages 4–5 and 103–104. Securities and Exchange Commission November 1, 2023 Page 2 2. On page 4 where you discuss Hyzon Motors Inc., please disclose that certain members of your management team and board of directors have been named as defendants in several civil lawsuits relating to the July 2021 merger between Decarbonization Plus Acquisition Corporation and Hyzon. RESPONSE: The Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see pages 5 and 104. * * * * * Securities and Exchange Commission November 1, 2023 Page 3 Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Stancell Haigwood or E. Ramey Layne of Vinson & Elkins L.L.P. at (212) 237-0035 or (713) 758-4629. Very truly yours, Agriculture & Natural Solutions Acquisition Corporation By: /s/ Robert (Bert) Glover Name: Robert (Bert) Glover Title: Chief Executive Officer cc: Stancell Haigwood, Vinson & Elkins L.L.P. E. Ramey Layne, Vinson & Elkins L.L.P. Derek Dostal, Davis Polk & Wardwell LLP Deanna L. Kirkpatrick, Davis Polk & Wardwell LLP