The joke Christmas present for Hearts' star man after 'voodoo doll' strikes again
NoneAgriculture & Natural Solutions Acquisition Corporation Receives FIRB Approval In Connection with Previously Announced Business CombinationU.S. stocks closed at more records after Donald Trump’s latest talk about tariffs created only some ripples on Wall Street. The S&P 500 rose 0.6% to reach another all-time high. The Dow Jones Industrial Average added 0.3% to its own record set the day before, while the Nasdaq composite rose 0.6% as Big Tech stocks helped lead the way. Stock markets abroad saw mostly modest losses, after President-elect Trump said he plans to impose sweeping tariffs on Mexico, Canada and China as soon as he takes office. U.S. automakers and other companies that could be hurt particularly by such tariffs fell. On Tuesday: The S&P 500 rose 34.26 points, or 0.6%, to 6,021.63. The Dow Jones Industrial Average rose 123.74 points, or 0.3%, to 44,860.31. The Nasdaq composite rose 119.46 points, or 0.6%, to 19,174.30. The Russell 2000 index of smaller companies fell 17.72 points, or 0.7%, to 2,424.31. For the week: The S&P 500 is up 52.29 points, or 0.9%. The Dow is up 563.80 points, or 1.3%. The Nasdaq is up 170.65 points, or 0.9%. The Russell 2000 is up 17.64 points, or 0.7%. For the year: The S&P 500 is up 1,251.80 points, or 26.2%. The Dow is up 7,170.77 points, or 19%. The Nasdaq is up 4,162.95 points, or 27.7%. The Russell 2000 is up 397.23 points, or 19.6%. Get any of our free daily email newsletters — news headlines, opinion, e-edition, obituaries and more.
TransMedics to Host Investor & Analyst Day on December 10, 2024
Elon Musk wants to turn SpaceX's Starbase site into a Texas cityAP Sports SummaryBrief at 6:05 p.m. EST
WASHINGTON (AP) — The House Ethics Committee on Monday accused Matt Gaetz of “regularly” paying for sex, including once with a 17-year-old girl, and purchasing and using illicit drugs as a member of Congress, as lawmakers released the conclusions of a nearly four-year investigation that helped sink his nomination for attorney general. The 37-page report by the bipartisan panel includes explicit details of sex-filled parties and vacations that Gaetz, now 42, took part in from 2017 to 2020 while the Republican represented Florida's western Panhandle. Congressional investigators concluded that Gaetz violated multiple state laws related to sexual misconduct while in office, though not federal sex trafficking laws. They also found that Gaetz “knowingly and willfully sought to impede and obstruct” the committee's work. “The Committee determined there is substantial evidence that Representative Gaetz violated House Rules and other standards of conduct prohibiting prostitution, statutory rape, illicit drug use, impermissible gifts, special favors or privileges, and obstruction of Congress,” the report said. Before the report came out, Gaetz denied any wrongdoing and criticized the committee's process. “Giving funds to someone you are dating — that they didn’t ask for — and that isn’t ‘charged’ for sex is now prostitution?!?” he posted on X, the website formerly known as Twitter. “There is a reason they did this to me in a Christmas Eve-Eve report and not in a courtroom of any kind where I could present evidence and challenge witnesses.” Gaetz , who was first elected in 2017, spent the majority of his time in Washington enmeshed in scandals that ultimately derailed his selection by President-elect Donald Trump to lead the Justice Department . Gaetz abruptly resigned from Congress last month. His political future is uncertain, although Gaetz has indicated interest in running for the open Senate seat in Florida. The committee painted a damning portrait of Gaetz's conduct, using dozens of pages of exhibits, including text messages, financial records, travel receipts, checks and online payments, to document a party and drug-fueled lifestyle. The committee said it compiled the evidence after issuing 29 subpoenas for documents and testimony and contacting more than two dozen witnesses. In addition to soliciting prostitution, the report said Gaetz “accepted gifts, including transportation and lodging in connection with a 2018 trip to the Bahamas, in excess of permissible amounts.” That same year, investigators said, Gaetz arranged for a staffer to obtain a passport for a woman with whom he was sexually involved, falsely telling the State Department that she was his constituent. In some of the text exchanges made public, he appeared to be inviting various women to events, getaways or parties, and arranging airplane travel and lodging. At one point he asked one woman if she had a “cute black dress” to wear. There were also discussions of shipping goods. One of the exhibits was a text exchange that appeared to be between two of the women concerned about their cash flow and payments. In another, a person asked Gaetz for help to pay an educational expense. Regarding the 17-year-old girl, the report said there was no evidence Gaetz knew she was a minor when he had sex with her. The woman told the committee she did not tell Gaetz she was under 18 at the time and that he learned she was a minor more than a month after the party. But Gaetz stayed in touch with her after that and met up with her for “commercial sex” again less than six months after she turned 18, according to the committee. Florida law says it is a felony for a person 24 or older to have sex with a minor. The law does not allow a claim of ignorance or misrepresentation of a minor's age as a defense. Joel Leppard, who represents two women who told the committee that Gaetz paid them for sex, said the findings “vindicate” the accounts of his clients and “demonstrate their credibility.” “We appreciate the Committee’s commitment to transparency in releasing this comprehensive report so the truth can be known,” Leppard said in a statement. At least one Republican joined all five Democrats on the committee earlier this month in voting to release the report despite initial opposition from GOP lawmakers, including House Speaker Mike Johnson, to publishing findings about a former member of Congress. While ethics reports have previously been released after a member’s resignation, it is extremely rare. On behalf of the Republicans who voted against making the report public, the committee chairman, Rep. Michael Guest of Mississippi, wrote that while the members did not challenge the findings, “we take great exception that the majority deviated from the Committee’s well-established standards,” to drop any investigation when a person is not longer a member of the chamber. Guest added that releasing this report sets a precedent that “is a dangerous departure with potentially catastrophic consequences.” But Maryland Rep. Glenn Ivey, a Democratic member of the committee, said that for transparency, it was crucial for the public and Congress as an institution to read the findings. "I think that’s important for my colleagues here in the House to know how the committee reviews certain acts," he told The Associated Press. "Some of these were obviously conduct that crossed the line, but some of them weren’t.” Mounting a last-ditch effort to halt the publication of the report, Gaetz filed a lawsuit Monday asking a federal court to intervene. He cited what he called “untruthful and defamatory information” that would “significantly damage” his “standing and reputation in the community.” Gaetz’s complaint argued that he was no longer under the committee’s jurisdiction because he had resigned from Congress. The often secretive, bipartisan committee has investigated claims against Gaetz since 2021. But its work became more urgent last month when Trump picked him shortly after the Nov. 5 election Day to be the nation's top law enforcement officer. Gaetz resigned from Congress that same day, putting him outside the purview of the committee's jurisdiction. But Democrats had pressed to make the report public even after Gaetz was no longer in the House and had withdrawn from consideration for Trump's Cabinet. A vote on the House floor this month to force the report’s release failed; all but one Republican voted against it. The committee detailed its start-and-stop investigation over the past several years, which was halted for a time as the Justice Department conducted its own inquiry of Gaetz. Federal prosecutors never brought a case against him. Lawmakers said they asked the Justice Department for information about its investigation, but the agency refused to hand over information, saying it does not disclose information about investigations that do not result in charges. The committee then subpoenaed the department for records. After a back-and-forth between department officials and the committee, the department only handed over “publicly reported information about the testimony of a deceased individual,” according to the committee's report. The report said Gaetz was “uncooperative" throughout the committee's investigation. He provided “minimal documentation” in response to the committee’s requests, it said. “He also did not agree to a voluntary interview.” ___ Associated Press writer Alanna Durkin Richer contributed to this report.Ingram Micro Awarded Two 2024 AWS Partner Awards
WEST JORDAN, Utah, Dec. 10, 2024 (GLOBE NEWSWIRE) -- Sportsman's Warehouse Holdings, Inc. (“Sportsman's Warehouse” or the “Company”) (Nasdaq: SPWH) today announced third quarter financial results for the thirteen and thirty-nine weeks ended November 2, 2024. “Despite a pressured consumer and complex macroeconomic environment, we focused our efforts on driving sales and achieved growth in our fishing, camping and gift bar categories during the quarter,” said Paul Stone, Sportsman’s Warehouse President and Chief Executive Officer. “We continue to make progress on our business reset initiatives with a focus on improved in-stocks, in-store and online customer experience and our Great Gear | Great Service program.” “To improve our holiday relevancy and drive traffic during the season, we introduced an omni-channel marketing campaign highlighting gear perfect for gifting or for treating yourself, primarily centered around value,” continued Stone. “This is a new approach to engaging our customers, which we coupled with an upgraded store experience creating a fully integrated customer experience. As we move through the balance of the holiday season and navigate a pressured consumer environment, we’ll continue to prioritize traffic-driving marketing and product pricing initiatives, exceptional customer service and prudent inventory management. Emphasizing the balance sheet and ending the year with positive free cash flow remain our primary objectives.” For the thirteen weeks ended November 2, 2024: Net sales were $324.3 million, a decrease of 4.8%, compared to $340.6 million in the third quarter of fiscal year 2023. The net sales decrease was primarily due to the continued impact of consumer inflationary pressures on discretionary spending, resulting in a decline in store traffic and lower demand across most product categories, particularly in ammunition, apparel and footwear. This decrease, however, was partially offset by year-over-year sales growth in our fishing, camping and optics and accessories departments. Same store sales decreased 5.7% during the third quarter of fiscal year 2024, compared to the third quarter of fiscal year 2023, primarily as a result of the impact of consumer inflationary pressures and recessionary concerns on discretionary spending. Gross profit was $103.1 million, or 31.8% of net sales, compared to $103.2 million or 30.3% of net sales in the third quarter of fiscal year 2023. This 150 basis-point increase, as a percentage of net sales, was primarily driven by improved product margins in our apparel and footwear departments, partially offset by increased freight and shrink. Selling, general, and administrative (SG&A) expenses were $100.0 million, or 30.8% of net sales, compared to $100.1 million, or 29.4% of net sales in the third quarter of fiscal year 2023. Net loss was $(0.4) million, compared to a net loss of $(1.3) million in the third quarter of fiscal year 2023. Adjusted net income was $1.4 million, compared to adjusted net loss of $(0.2) million in the third quarter of fiscal year 2023 (see “GAAP and Non-GAAP Financial Measures”). Adjusted EBITDA was $16.4 million, compared to $16.2 million in the third quarter of fiscal year 2023 (see "GAAP and Non-GAAP Financial Measures"). Diluted loss per share was $(0.01), compared to diluted loss per share of $(0.04) in the third quarter of fiscal year 2023. Adjusted diluted earnings per share were $0.04, compared to adjusted diluted loss per share of $(0.01) for the third quarter of fiscal year 2023 (see "GAAP and Non-GAAP Financial Measures"). For the thirty-nine weeks ended November 2, 2024: Net sales were $857.2 million, a decrease of 6.6%, compared to $917.6 million in the first nine months of fiscal year 2023. This net sales decrease was primarily driven by lower demand across most product categories due to current consumer inflationary pressures on discretionary spending. This decrease was partially offset by same store sales growth in our fishing department and the opening of 1 new store since October 28, 2023. Stores that have been open for less than 12 months and were not included in our same store sales, contributed $30.8 million to net sales. Same store sales decreased 9.4% compared to the first nine months of fiscal year 2023, primarily as a result of the same factors noted above that impacted net sales. Gross profit was $266.9 million or 31.1% of net sales, compared to $284.0 million or 31.0% of net sales for the first nine months of fiscal year 2023. This increase, as a percentage of net sales, was primarily due to higher overall product margins, versus last years apparel and footwear clearance events which put pressure on our gross margin, partially offset by increased shrink. SG&A expenses decreased to $288.7 million or 33.6% of net sales, compared with $301.5 million or 32.9% of net sales for the first nine months of fiscal year 2023. This absolute dollar decrease primarily related to our ongoing cost reduction efforts and decision to not open new stores during fiscal year 2024, partially offset by increases in rent and depreciation expenses. The increase as a percentage of net sales was largely due to lower net sales. Net loss was $(24.3) million, compared to net loss of $(20.3) million in the first nine months of fiscal year 2023. Adjusted net loss was $(21.7) million, compared to adjusted net loss of $(16.6) million in the first nine months of fiscal year 2023 (see “GAAP and Non-GAAP Financial Measures”). Adjusted EBITDA was $15.1 million, compared to $19.3 million in the first nine months of fiscal year 2023 (see "GAAP and Non-GAAP Financial Measures"). Diluted loss per share was $(0.65), compared to diluted loss per share of $(0.54) in the first nine months of fiscal year 2023. Adjusted diluted loss per share was $(0.58), compared to adjusted diluted loss per share of $(0.44) in the first nine months of fiscal year 2023 (see "GAAP and Non-GAAP Financial Measures"). Balance sheet and capital allocation highlights as of November 2, 2024: The Company ended the third quarter with net debt of $151.3 million, comprised of $130.0 million of borrowings outstanding under the Company’s revolving credit facility, $24.0 million of net borrowings outstanding under the Company’s term loan facility, and $2.7 million of cash and cash equivalents. Inventory at the end of the third quarter was $438.1 million. Total liquidity was $150.8 million as of the end of the third quarter of fiscal year 2024, comprised of $148.1 million of availability under the Company’s revolving credit facility and term loan facility and $2.7 million of cash and cash equivalents. Company Outlook: “Given the current consumer environment and the shift towards value and promotion-driven shopping, we intensified our marketing and advertising campaigns to drive sales, which placed additional pressure on our margins this quarter,” said Jeff White, Chief Financial Officer of Sportsman’s Warehouse “To ensure strong core product in-stocks and to bring fresh offerings to our stores, we made strategic inventory investments aimed at improving sales during the hunting and holiday seasons. As we progress through the remainder of the year, we will remain disciplined in managing our expenses, and will reduce total inventory levels to generate positive free cash flow. Our mid and long-term objectives will be centered on improving our topline with a focus on margins and profitability.” The Company is adjusting its guidance for fiscal year 2024 and expects net sales to be in the range of $1.18 billion to $1.20 billion, adjusted EBITDA to be in the range of $23 million to $29 million and total inventory to be below $350 million. The low end of the adjusted EBITDA range still assumes positive free cash flow for the full year. The Company now expects capital expenditures for 2024 to be in the range of $17 million to $20 million, primarily consisting of technology investments relating to merchandising and store productivity. No new store openings for the remainder of fiscal year 2024 are currently anticipated and we plan to open one new store in fiscal year 2025. The Company has not reconciled expected adjusted EBITDA for fiscal year 2024 to GAAP net income because the Company does not provide guidance for net (loss) income and is not able to provide a reconciliation to net (loss) income without unreasonable effort. The Company is not able to estimate net (loss) income on a forward-looking basis without unreasonable efforts due to the variability and complexity with respect to the charges excluded from Adjusted EBITDA, including stock-based compensation expense. Conference Call Information A conference call to discuss third quarter 2024 financial results is scheduled for December 10, 2024, at 5:00 PM Eastern Time. The conference call will be held via webcast and may be accessed via the Investor Relations section of the Company’s website at www.sportsmans.com. Non-GAAP Financial Measures This press release includes the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission (the “SEC”) and that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”): adjusted net (loss) income, adjusted diluted (loss) earnings per share and adjusted EBITDA. The Company defines adjusted net (loss) income as net (loss) income plus expenses incurred relating to director and officer transition costs, costs related to the implementation of our cost reduction plan, costs related to legal settlements and related fees and expenses, and fees and expenses related to a settlement in the cancellation of a contract related to our information technology systems. Net (loss) income is the most comparable GAAP financial measure to adjusted net (loss) income. The Company defines adjusted diluted (loss) earnings per share as adjusted net (loss) income divided by diluted weighted average shares outstanding. Diluted (loss) earnings per share is the most comparable GAAP financial measure to adjusted diluted (loss) earnings per share. The Company defines Adjusted EBITDA as net (loss) income plus interest expense, income tax (benefit) expense, depreciation and amortization, stock-based compensation expense, director and officer transition costs, costs related to the implementation of our cost reduction plan, a legal settlement and related fees and expenses, and fees and expenses related to a settlement in the cancellation of a contract related to our information technology systems. Net (loss) income is the most comparable GAAP financial measure to adjusted EBITDA. The Company has reconciled these non-GAAP financial measures to the most directly comparable GAAP financial measures under “GAAP and Non-GAAP Financial Measures” in this release. As noted above, the Company has not provided a reconciliation of fiscal year 2024 guidance for Adjusted EBITDA, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company believes that these non-GAAP financial measures not only provide its management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors and are frequently used by analysts, investors and other interested parties in the evaluation of companies in the Company’s industry. Specifically, these non-GAAP financial measures allow investors to better understand the performance of the Company’s business and facilitate a more meaningful comparison of its diluted (loss) earnings per share and actual results on a period-over-period basis. The Company has provided this information as a means to evaluate the results of its ongoing operations. Management uses this information as additional measurement tools for purposes of business decision-making, including evaluating store performance, developing budgets and managing expenditures. Other companies in the Company’s industry may calculate these items differently than the Company does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. The Company’s management believes that these non-GAAP financial measures allow investors to evaluate the Company’s operating performance and compare its results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of the Company’s core operating performance. The presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that the Company’s future results, cash flows or leverage will be unaffected by other unusual or non-recurring items. Forward-Looking Statements This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include, but are not limited to, statements regarding our progress on our business reset initiatives; our prioritization of traffic-driving marketing and product pricing initiatives, exceptional customer service and prudent inventory management; our emphasis on the balance sheet and ending the year with positive free cash flow; our ability to manage expenses, reduce total inventory levels to generate positive free cash flow; and our guidance for net sales and Adjusted EBITDA for fiscal year 2024. Investors can identify these statements by the fact that they use words such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “should,” “target,” “will,” “would” and similar terms and phrases. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that predicting the impact of known factors is very difficult, and we cannot anticipate all factors that could affect our actual results. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to many factors including, but not limited to: current and future government regulations, in particular regulations relating to the sale of firearms and ammunition, which may impact the supply and demand for the Company’s products and ability to conduct its business; the Company’s retail-based business model which is impacted by general economic and market conditions and economic, market and financial uncertainties that may cause a decline in consumer spending; the Company’s concentration of stores in the Western United States which makes the Company susceptible to adverse conditions in this region, and could affect the Company’s sales and cause the Company’s operating results to suffer; the highly fragmented and competitive industry in which the Company operates and the potential for increased competition; changes in consumer demands, including regional preferences, which we may not be able to identify and respond to in a timely manner; the Company’s entrance into new markets or operations in existing markets, including the Company’s plans to open additional stores in future periods, which may not be successful; the Company’s implementation of a plan to reduce expenses in response to adverse macroeconomic conditions, including an increased focus on financial discipline and rigor throughout the Company’s organization; impact of general macroeconomic conditions, such as labor shortages, inflation, elevated interest rates, economic slowdowns, and recessions or market corrections; and other factors that are set forth in the Company's filings with the SEC, including under the caption “Risk Factors” in the Company’s Form 10-K for the fiscal year ended February 3, 2024, which was filed with the SEC on April 4, 2024, and the Company’s other public filings made with the SEC and available at www.sec.gov. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this release speaks only as of the date on which the Company makes it. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. About Sportsman's Warehouse Holdings, Inc. Sportsman’s Warehouse Holdings, Inc. is an outdoor specialty retailer focused on meeting the needs of the seasoned outdoor veteran, the first-time participant, and everyone in between. We provide outstanding gear and exceptional service to inspire outdoor memories. For press releases and certain additional information about the Company, visit the Investor Relations section of the Company's website at www.sportsmans.com. Investor Contact: Riley Timmer Vice President, Investor Relations Sportsman’s Warehouse (801) 304-2816 investors@sportsmans.com
NEW YORK , Dec. 13, 2024 /PRNewswire/ -- Agriculture & Natural Solutions Acquisition Corporation, a special purpose acquisition company ("ANSC"), announced today that the Treasurer of Australia (the "Treasurer") on December 12, 2024 (Australian Eastern Daylight Time) confirmed that the Commonwealth Government of Australia has no objection to ANSC's previously announced proposed business combination with Australian Food & Agriculture Company Limited ("AFA") and the other parties to the Business Combination Agreement dated August 28, 2024 (the "Business Combination") (known colloquially as "FIRB Approval" as the Treasurer is advised on such matters by the Foreign Investment Review Board). FIRB Approval is one of the conditions to closing of the Business Combination. ABOUT AFA AFA is a large-scale, diversified agricultural business established by the late Colin Bell in 1993 with the acquisition of the historic 'Burrabogie' station. AFA now operates one of the largest agricultural portfolios in New South Wales, Australia consisting of three major freehold title land aggregations within the Deniliquin, Hay and Coonamble districts, which total approximately 550,000 acres, and a water portfolio of approximately 45,000 acre-feet. AFA's portfolio includes some of Australia's most iconic properties, including 'Boonoke', 'Burrabogie', 'Wanganella' and 'Wingadee'. The company has total livestock carrying capacity of approximately 247,000 dry sheep equivalent across its sheep wool and meat and cattle operations (excluding the Conargo feedlot). AFA also operates the historic Wanganella and Poll Boonoke merino sheep studs, amongst the most highly regarded studs in Australia . AFA's cropping operations are characterized by flexibility amongst crop types, geographies and seasons. Key crops include irrigated cotton, irrigated rice, wheat, barley, canola, corn, chick peas and faba beans. More recently, the company has developed the state-of-the-art Conargo feedlot with a licensed capacity of 12,000 standard cattle units. ABOUT ANSC ANSC was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination. ANSC represents a further expansion of its sponsors' 18-year franchise in low-carbon investments, having established industry leading, scaled companies with more than $6 billion of equity invested in renewables. FORWARD LOOKING STATEMENTS This document includes certain statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside of ANSC, Agriculture & Natural Solutions Company Limited ACN 680 144 085 ("NewCo") or AFA's management's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing ANSC's, AFA's or NewCo's views as of any subsequent date, and none of ANSC, AFA or NewCo undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. None of NewCo, ANSC or AFA gives any assurance that any of NewCo, ANSC or AFA will achieve its expectations. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, NewCo's actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the ability of the parties to complete the Business Combination by ANSC's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ANSC; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreements relating to the Business Combination; (iii) the outcome of any legal, regulatory or governmental proceedings that may be instituted against NewCo, ANSC or AFA or any investigation or inquiry following announcement of the Business Combination, including in connection with the Business Combination; (iv) the inability to complete the Business Combination due to the failure to obtain approval of ANSC's shareholders; (v) AFA's and NewCo's success in retaining or recruiting, or changes required in, their officers, key employees or directors following the Business Combination; (vi) the ability of the parties to obtain the listing of the ordinary shares in the capital of NewCo ("NewCo Ordinary Shares") and warrants to purchase NewCo Ordinary Shares on the New York Stock Exchange or another national securities exchange upon the closing of the Business Combination; (vii) the risk that the Business Combination disrupts current plans and operations of AFA as a result of the announcement and consummation of the transactions described herein; (viii) the ability to recognize the anticipated benefits of the Business Combination; (ix) unexpected costs related to the Business Combination, which may be affected by, among other things, competition and the ability of AFA to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (x) the ability of the parties to consummate one or more private placements of securities of NewCo to be consummated in connection with the Business Combination (the "Private Placements") on the stated timeline; (xi) the use of proceeds from the Private Placements by the combined company; (xii) the risk that there will be insufficient cash raised through the Private Placements, or that the amount of redemptions by ANSC's public shareholders is greater than expected; (xiii) the management and board composition of NewCo following completion of the Business Combination; (xiv) limited liquidity and trading of NewCo's securities; (xv) geopolitical risk and changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in the need for AFA to restate its historical financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of NewCo's securities and the attractiveness of the Business Combination to investors; (xvi) the possibility that AFA may be adversely affected by other economic, business, and/or competitive factors; (xvii) operational risks; (xviii) the possibility that a pandemic or major disease disrupts AFA's business; (xix) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on AFA's resources; (xx) the risks that the consummation of the Business Combination is substantially delayed or does not occur including the risk that the transaction may not be completed by ANSC's business combination deadline and the potential failure to obtain extensions of the business combination deadline if sought by ANSC; and (xxi) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including those under "Risk Factors" therein, and in ANSC's, AFA's and NewCo's other filings with the SEC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. No Offer or Solicitation This communication relates to a proposed business combination between AFA and ANSC. This document shall not constitute a "solicitation" of a proxy, consent, or authorization, as defined in Section 14 of the Exchange Act, with respect to any securities or in respect of the Business Combination. This document also does not constitute an offer, or a solicitation of an offer, to buy, sell, or exchange any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any offer, sale or exchange of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom. Additional Information About the Business Combination and Where To Find It In connection with the Business Combination, ANSC, NewCo and AFA intend to file a registration statement on Form F-4 relating to the Business Combination (the "Registration Statement") with the SEC, which will include a proxy statement of ANSC in connection with ANSC's extraordinary general meeting of its shareholders (the "ANSC Shareholders' Meeting") and certain other related matters described in the Registration Statement. The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the Business Combination and the other matters to be voted upon at the ANSC Shareholders' Meeting. This communication does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. ANSC, AFA and NewCo may also file other documents with the SEC regarding the Business Combination. INVESTORS AND SECURITY HOLDERS OF ANSC AND OTHER INTERESTED PERSONS ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, ANY AMENDMENTS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE, AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ANSC, NEWCO, AFA, AND THE BUSINESS COMBINATION. After the Registration Statement is declared effective by the SEC, ANSC will mail the definitive proxy statement/prospectus relating to the Business Combination to its shareholders as of the record date established for voting on the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other relevant materials in connection with the Business Combination without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: Agriculture & Natural Solutions Acquisition Corporation, 712 Fifth Avenue, 36 th Floor, New York, NY 10019. Participants in the Solicitation ANSC, NewCo, AFA and their respective directors and executive officers and related persons may be deemed participants in the solicitation of proxies from ANSC's shareholders in connection with the Business Combination. ANSC's shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of ANSC and their direct or indirect interests therein in ANSC's Form 10-K filed with the SEC on March 28, 2024 (File No. 001-41861), including, without limitation, "Item 10. Directors, Executive Officers and Corporate Governance", "Item 11. Executive Compensation", "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters" and "Item 13. Certain Relationships and Related Transactions, and Director Independence". Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ANSC's shareholders in connection with the Business Combination and other matters to be voted upon at the ANSC Shareholders' Meeting will be set forth in the proxy statement/prospectus for the Business Combination when available. You may obtain free copies of these documents as described above. Media Contact Daniel Yunger / Emma Cloyd Kekst CNC daniel.yunger@kekstcnc.com / emma.cloyd@kekstcnc.com View original content: https://www.prnewswire.com/news-releases/agriculture--natural-solutions-acquisition-corporation-receives-firb-approval-in-connection-with-previously-announced-business-combination-302331743.html SOURCE Agriculture & Natural Solutions Acquisition CorporationBaker Mayfield sues own father, claiming he stole $12 million from him
Grade 12 students from Assumption College Catholic High School weighed in on Tuesday on the question of how to solve homelessness. The students from the school's social justice class capped off an extensive research project by making presentations to a panel of civic leaders, according to the Windsor-Essex Catholic District School Board. "I'm hoping to get positive feedback because my group really thought about this," participant Emma Abah told CBC Radio's Windsor Morning prior to her presentation. "And obviously the reason why they're coming here is to have more ideas to battle homelessness." LISTEN: Grade 12 students share their ideas on Windsor Morning Windsor Morning 6:55 Grade 12 students pitch solutions to homelessness to Windsor-Essex civic leaders Emma Abah and Jada Coates are Grade 12 students at Assumption Catholic high school in Windsor. Jada Coates' group conceived of a rehabilitation centre with nearby housing utilizing previously abandoned homes, she said. "It will have a lot of mental resources to get help. And then we wanted to have ... [people] start doing community service hours," Coates said. "And then once they get a certain amount of hours to show that they're really committed to wanting to change, then they can start earning money from their services." Windsor mayor, councillor take different sides on Charter rights of homeless encampments Windsor high schoolers pitch ideas to end homelessness to city councillor When clients are ready, Coates added, volunteers at the centre could help them make resumés and apply for jobs. Both students said they feel homelessness seems to be getting worse in Windsor, and they feel empathy for those who are living unsheltered. Doing the project has helped Coates think differently about homelessness and recognize that the solutions aren't simple, she said. Abah said her research led her to discover a women's shelter that relies on volunteers and to consider volunteering. Coates said she also wants to work to raise awareness of the issue.
NoneSaquon Barkley is the NFL's version of Shohei Ohtani: Analysis