Kalera Public Limited Company announces its share structure following the business combination with Agrico Acquisition Corp.
Kalera Public Limited Company ( “Kalera
Agrico Acquisition Corp. (“Agrico
announced the completion of their previously announced business
combination. The combined company will retain the Kalera name and
will commence trading ordinary shares (“Kalera
”) and warrants (“Kalera Warrants
on Nasdaq under the new ticker symbols “KAL” and “KALWW”,
respectively, on Wednesday, June 29, 2022. The business combination
was approved at a special meeting of the shareholders of Kalera
S.A. on June 28, 2022.
Update on Share Structure
Pursuant to the Sponsor Support Agreement
entered into on January 30, 2022, upon the consummation of the
business combination approximately 1.8 million shares (50%) of
Agrico Class B common stock were first converted into Agrico Class
A common stock on a one-for-one basis, then into Kalera Shares on a
one-for-one basis. The remaining 50% of the Agrico Class B
common stock was forfeited to Agrico.
In connection with the closing of the
transaction, Agrico received elections to redeem approximately 14.3
million of its outstanding ordinary shares.
As a consequence, Kalera S.A. shareholders now
own an aggregate of approximately 19.1 million Kalera Shares and
Agrico shareholders own an aggregate of approximately 2.2 million
Kalera Shares, representing approximately 90% and 10% of the issued
and outstanding common stock of the combined company
Update on Warrant Structure
Upon the consummation of the business combination, an aggregate
of 14,437,500 Agrico warrants were converted into an equivalent
amount of Kalera Warrants, each exercisable for a single Kalera
Share at $11.50 per share.
Additionally, Kalera S.A. shareholders received an aggregate of
105,719,212 contractual Contingent Value Rights
(“CVRs”) and, upon the achievement of certain
milestones during the two-year period following the closing of the
business combination, each CVR will entitle them to receive up to
two payments in the form of additional Kalera Shares. Each such
payment will consist of shares representing the relevant
shareholder’s pro rata portion of 5% of the fully diluted equity of
Kalera as of the date of completion of the transaction.
Kalera is a vertical farming company
headquartered in Orlando, Florida. Kalera uses technology to ensure
that more people around the world have access to the freshest, most
nutritious, and cleanest products available. It has spent several
years optimizing plant nutrient formulas and developing an advanced
automation and data acquisition system with Internet of Things,
cloud, big data analytics and artificial intelligence capabilities.
Kalera currently operates farms in the US (in Orlando, Florida;
Atlanta, Georgia; Houston, Texas and Denver, Colorado), as well as
in Kuwait. Additional farms are under development. More information
is available at www.kalera.com.
This communication includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the applicable securities laws.
Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "predict,"
"potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters.
These forward-looking statements include, but are not limited
to, statements regarding the terms and conditions of the proposed
business combination and related transactions disclosed herein, the
timing of the consummation of such transactions, assumptions
regarding shareholder redemptions and the anticipated benefits and
financial position of the parties resulting therefrom. These
statements are based on various assumptions and/or on the current
expectations of Agrico or Kalera's management. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and must not be relied on by
any investor or other person as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of Agrico and/or Kalera. These
forward-looking statements are subject to a number of risks and
uncertainties, including but not limited to general economic,
financial, legal, political and business conditions and changes in
domestic and foreign markets; the amount of redemption requests
made by Agrico's public shareholders; changes in the assumptions
underlying Kalera's expectations regarding its future business; the
effects of competition on Kalera's future business; and the outcome
of judicial proceedings to which Kalera is, or may become a
If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Kalera and Agrico presently do not know or currently believe are
immaterial that could also cause actual results to differ
materially from those contained in the forward-looking statements.
In addition, forward-looking statements reflect expectations,
assumptions, plans or forecasts of future events and views as of
the date of this communication. Kalera and Agrico anticipate that
subsequent events and developments will cause these assessments to
change. However, while Kalera and/or Agrico may elect to update
these forward-looking statements at some point in the future, each
of Kalera and Agrico specifically disclaims any obligation to do
so, except as required by applicable law. These forward-looking
statements should not be relied upon as representing Kalera's or
Agrico's (or their respective affiliates') assessments as of any
date subsequent to the date of this written communication.
Accordingly, undue reliance should not be placed upon the
Investor Relations Contact:Aparna MehraEric
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