FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *

Agriculture & Natural Solutions Acquisition Sponsor LLC

2. Date of Event Requiring Statement (Month/Day/Year)

11/08/2023

3. Issuer Name and Ticker or Trading Symbol

Agriculture & Natural Solutions Acquisition Corp [ANSC]
(Last)
(First)
(Middle)


712 FIFTH AVENUE, 36TH FLOOR, 

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

NEW YORK, NY 10019
(City)
(State)
(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

_____ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)



Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and Expiration Date (Month/Day/Year)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Ordinary Shares, par value $0.0001 per share

  (1)   (1)

Class A Ordinary Shares, par value $0.0001 per share

8,425,000 (2) (1) I

See footnotes (3) (4)





Reporting Owners
Reporting Owner Name / AddressRelationships
Director10% OwnerOfficerOther

Agriculture & Natural Solutions Acquisition Sponsor LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY 10019

  X  

RIVERSTONE HOLDINGS LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY 10019

  X  

LEUSCHEN DAVID M
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY 10019

 X X  

LAPEYRE PIERRE F JR
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY 10019

  X  

Explanation of Responses:
1.

The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

2.

Includes 1,125,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering of ordinary shares do not exercise their over-allotment option in full.

3.

Agriculture & Natural Solutions Acquisition Sponsor LLC is the record holder of the shares reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which is the sole and managing member of Agriculture & Natural Solutions Acquisition Sponsor Manager, LLC. Agriculture & Natural Solutions Acquisition Sponsor Manager, LLC is the managing member of Agriculture & Natural Solutions Acquisition Sponsor Holdings, LLC. Agriculture & Natural Solutions Acquisition Sponsor Holdings, LLC is the sole and managing member of Agriculture & Natural Solutions Acquisition Sponsor LLC.

4.

Each of Agriculture & Natural Solutions Acquisition Sponsor Holdings, LLC, Agriculture & Natural Solutions Acquisition Sponsor Manager, LLC, Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the ordinary shares held directly by Agriculture & Natural Solutions Acquisition Sponsor LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney



Signatures

Agriculture & Natural Solutions Acquisition Sponsor LLC, By: /s/ Thomas Smith, Authorized Person

11/08/2023

Riverstone Holdings LLC, By: /s/ Thomas Smith, Authorized Person

11/08/2023

David M. Leuschen, By: /s/ Thomas Smith, Attorney-in-fact

11/08/2023

Pierre F. Lapeyre Jr., By: /s/ Thomas Smith, Attorney-in-fact

11/08/2023
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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POWER OF ATTORNEY

Known all by these presents, that the undersigned hereby constitutes and appoints Thomas Smith of Agriculture & Natural Solutions Acquisition Corporation (the “Company”) or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
2.
execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder;
3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this eighth day of November, 2023.

 

 

/s/ David Leuschen

 

Name: David Leuschen

 

 

POWER OF ATTORNEY

Known all by these presents, that the undersigned hereby constitutes and appoints Thomas Smith of Agriculture & Natural Solutions Acquisition Corporation (the “Company”) or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
2.
execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder;
3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this eighth day of November, 2023.

 

 

 

/s/ Pierre F. Lapeyre, Jr.

Name: Pierre F. Lapeyre, Jr.