rico-20220509
0001909152S-4/ATRUE2022Q1Amendment No. 1P1YP5YP7Y
Note 8 — Fair Value Measurement
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1.Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2.Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3.Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
DescriptionLevel
December 31, 2021
Assets: 
Marketable securities held in Trust Account1$146,644,675 
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
DescriptionLevel
December 31, 2021
Assets: 
Marketable securities held in Trust Account1$146,644,675 
146,644,675
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As filed with the Securities and Exchange Commission on May 9, 2022.
Registration No. 333-264422
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kalera Public Limited Company
(Exact Name of Registrant as Specified in Its Charter)
Republic of Ireland6770N/A
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
Kalera Public Limited Company
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
Telephone + 353 01 920 1000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Fernando Cornejo
Kalera AS
7455 Emerald Dunes Dr.
Orlando, Florida 32822
+1 (407) 574-8204
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David Dixter, Esq.
Iliana Ongun, Esq.
Milbank LLP
100 Liverpool Street
London, EC2M 2AT
+44 20 7615 3000
Connor Manning, Esq.
Arthur Cox LLP
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
+353 01 920 1040
Mitchell S. Nussbaum, Esq.
Tahra Wright, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10105
+1 (212) 407-4000
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included joint proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 filerAccelerated filer
Non-accelerated filerSmaller 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 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.



PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED MAY 9, 2022
To the Shareholders of Agrico Acquisition Corp.:
You are cordially invited to attend the extraordinary general meeting of the shareholders (the “Agrico Special Meeting”) of Agrico Acquisition Corp. (“Agrico”), which will be held at 10:00 a.m., Eastern Time, on ______ 2022, at the offices of _________. Due to public health concerns relating to the coronavirus pandemic and our concerns about protecting the health and well-being of our shareholders and employees, we encourage shareholders to attend the Agrico Special Meeting virtually. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://www.cstproxy.com/agricoacquisition/2022. This joint proxy statement/prospectus includes instruction on how to access the Agrico Special Meeting and how to listen and vote from home or any remote location with internet connectivity.
Agrico is a Cayman Islands blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of Agrico Class A ordinary shares, $0.0001 par value (“Agrico Shares”) and Class B ordinary shares, $0.0001 par value will be asked to approve, among other things, the First Merger, the Business Combination Agreement and the other related proposals.
Agrico has entered into a Business Combination Agreement (as may be amended from time to time, the “Business Combination Agreement”, a copy of which is attached to the accompanying joint proxy statement/prospectus as Annex A) with (i) Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356 (which subsequently was reregistered as an Irish public company and was renamed “Kalera Public Limited Company”) in connection with the Business Combination (“Pubco”), (ii) Kalera Cayman Merger Sub, a Cayman Islands exempted company (“Cayman Merger Sub”), (iii) Kalera Luxembourg Merger Sub SARL, a Luxembourg limited liability company (société à responsabilité limitée) (“Lux Merger Sub” and, together with Cayman Merger Sub, the “Merger Subs”) and (iv) Kalera AS, a Norwegian private limited liability company.
Pursuant to the Business Combination Agreement, (i) a merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco (the “First Merger”) and Agrico will issue one Class A Agrico Ordinary Share to Pubco (the “Agrico Share Issuance”) and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the second merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera (as defined in the accompanying joint proxy statement/prospectus) with Kalera as the surviving entity of the second merger (the “Second Merger”) and in this context Kalera will issue shares to Pubco (the “Kalera Share Issuance”), and (iii) immediately following the Second Merger and the Kalera Capital Reduction, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and the holders of the Kalera Options will receive options in the capital of Pubco, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of a capital reduction pursuant to the Luxembourg Companies Act (the “Kalera Capital Reduction”). As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco.
Upon consummation of the First Merger, (i) each Agrico Class A ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, (ii) each Agrico Class B ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, and (iii) each outstanding Agrico Public Warrant and Private Placement Warrant will remain outstanding and will automatically be adjusted to become a Pubco Warrant. Upon closing of the Business Combination, Agrico will be a wholly owned subsidiary of Pubco. If Agrico is solvent at such time, the voluntary winding-up of Agrico is expected to commence,



and voluntary liquidators are expected to be appointed, by the passing of a special resolution by the shareholder. Upon the appointment of a voluntary liquidator, the powers of the directors are expected to cease and the business of Agrico is expected to be discontinued except to the extent necessary to facilitate the winding-up. During the winding up process, liabilities of Agrico are expected to be assumed by Pubco. The liquidator is expected to notify the Cayman Islands Registrar of Companies of the commencement of the winding-up and publish a notice in the Cayman Islands Government Gazette informing creditors of the same. Notice must be published in the Cayman Islands Government Gazette prior to the final general meeting of Agrico at which the accounts of the liquidation and the conduct of the liquidation will be presented for shareholder approval. This notice must be published at least 21 days in advance of the meeting. Notice of the final meeting must also be given to all shareholders. Following such notice, final general meeting of Agrico is expected to be held, following which, the liquidator is expected to make a final return to the Cayman Islands Registrar of Companies. Three months later, Agrico is expected to be deemed formally dissolved.
Upon consummation of the Second Merger, each Kalera Share outstanding immediately prior to the Second Merger Effective Time will be cancelled and cease to exist in the context of the Kalera Capital Reduction against the issuance of (i) the number of Pubco Ordinary Shares equal to the Exchange Ratio (the aggregate number of Pubco Ordinary Shares so issued, the “Exchange Shares”) and (ii) one CVR per Kalera Share. The completion of the Business Combination will cause, assuming no public shareholders of Agrico exercise their redemption rights, Kalera Shareholders to beneficially own approximately 52% and Agrico securityholders to beneficially own approximately 48% of the issued and outstanding Pubco Ordinary Shares (64.9% on a fully diluted basis giving effect to Pubco Ordinary Shares underlying the warrants that will be beneficially owned by Agrico warrantholders as of the Closing). Upon completion of the Business Combination, assuming no public shareholders of Agrico exercise their redemption rights, Agrico’s sponsor, DJCAAC, LLC, will beneficially own approximately 9.6% of the issued and outstanding Pubco Ordinary Shares (22.4% on a fully diluted basis giving effect to Pubco Ordinary Shares underlying the warrants that will be beneficially owned by Agrico’s sponsor as of the Closing). The foregoing statements assume exercisability of the Pubco Warrants on the date of Closing or within 60 days of the Closing.
At the Agrico Special Meeting, Agrico Shareholders will be asked to consider and vote upon the following proposals:
1.The Business Combination Proposal — To consider and vote upon the consummation of the proposed business combination with Kalera S.A., as further described in the accompanying joint proxy statement/prospectus.
2.The Incentive Plan Proposal — To consider and vote upon a proposal to adopt and approve a long-term incentive plan for the combined company post-business combination;
3.The First Merger Proposal — To consider and vote upon a proposal to merge Agrico with Cayman Merger Sub;
4.Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Agrico Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals, in the event Agrico does not receive the requisite shareholder vote to approve the proposals.
Each of these proposals is more fully described in the accompanying joint proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Agrico Ordinary Shares at the close of business on May 11, 2022 are entitled to notice of the Agrico Special Meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.
Each shareholder’s vote is very important. Whether or not you plan to participate in the Agrico Special Meeting, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the Agrico Special Meeting. Voting by proxy will not prevent a shareholder from voting at the Agrico Special Meeting if such shareholder subsequently chooses to participate in the Agrico Special Meeting.



NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS DESCRIBED IN THIS JOINT PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This joint proxy statement/prospectus is dated _____, 2022, and is first being mailed to shareholders of Agrico on or about _____, 2022.
Very truly yours,
Brent de Jong, Chief Executive Officer of Agrico Acquisition
Corp.



AGRICO ACQUISITION CORP.
Boundary Hall, Cricket Square
Grand Cayman KY1-1102
Cayman Islands
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON _____________, 2022
TO THE SHAREHOLDERS OF AGRICO ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Agrico Acquisition Corp., a Cayman Islands exempted company (“Agrico”), will be held at 10:00 a.m. Eastern Time, on ________, 2022, at the offices of _________. Due to public health concerns relating to the coronavirus pandemic and our concerns about protecting the health and well-being of our shareholders and employees, we encourage shareholders to attend the Agrico Special Meeting virtually. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://www.cstproxy.com/agricoacquisition/2022. You can participate in the Agrico Special Meeting as described in “Questions and Answers About the Proposals—Questions and Answers About the Proposals for Agrico Shareholders”. The meeting will be held for the following purposes:
1.The Business Combination Proposal — To consider and vote upon the consummation of the proposed business combination with Kalera S.A., as further described in the accompanying joint proxy statement/prospectus;
2.The Incentive Plan Proposal — To consider and vote upon a proposal to adopt and approve a long-term incentive plan for the combined company post-business combination;
3.The First Merger Proposal — To consider and vote upon a proposal to merge Agrico with Cayman Merger Sub; and
4.The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Agrico Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Agrico Special Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of the Agrico Shares have elected to redeem an amount of Agrico Shares such that the minimum available cash condition would not be satisfied.
In connection therewith, at the Agrico Special Meeting shareholders will be asked to consider and, if thought fit, approve the following resolutions 1 and 2 as ordinary resolutions (being where a quorum is present, the affirmative vote of the holders of at least a majority of the issued shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the Agrico Special Meeting), and resolution 3 as a special resolution (being where a quorum is present, the affirmative vote of the holders of at least a two-thirds majority of the issued shares who are present in person or represented by proxy and entitled to vote thereon and who vote at the Agrico Special Meeting). Only if, based upon the tabulated vote at the time of the Agrico Special Meeting, there are not sufficient votes to approve one or more of resolutions 1 through 3, shareholders may be asked to consider and, if thought fit, approve resolution 4 as an ordinary resolution (together, the “Resolutions”):
The full text of the resolution to be passed is as follows:
RESOLUTION 1: THE BUSINESS COMBINATION RESOLUTION
RESOLVED THAT, as an ordinary resolution, that Agrico’s entry into the Business Combination Agreement (a copy of which is attached to the accompanying joint proxy statement/prospectus as Annex A) with (i) Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356 (which subsequently was reregistered as a public limited company and was renamed “Kalera Public Limited Company”) (“Pubco”), (ii) Kalera Cayman Merger Sub, a Cayman Islands exempted company (“Cayman Merger Sub”), (iii) Kalera Luxembourg Merger Sub SARL, a Luxembourg limited liability company (société à responsabilité limitée) (“Lux



Merger Sub” and, together with Cayman Merger Sub, the “Merger Subs”) and (iv) Kalera AS, a Norwegian private limited liability company, pursuant to which (i) a merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco (the “First Merger”) and Agrico will issue one Class A Agrico Ordinary Share to Pubco (the “Agrico Share Issuance”) and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the second merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera (as defined in the accompanying joint proxy statement/prospectus) with Kalera as the surviving entity of the second merger (the “Second Merger”) and in this context Kalera will issue shares to Pubco (the “Kalera Share Issuance”), and (iii) immediately following the Second Merger and the Kalera Capital Reduction, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and the holders of the Kalera Options will receive options in the capital of Pubco, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of a capital reduction pursuant to the Luxembourg Companies Act (the “Kalera Capital Reduction”) and as a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco be approved, ratified and confirmed in all respects.
The full text of the resolution to be passed is as follows:
RESOLUTION 2: THE INCENTIVE PLAN RESOLUTION
RESOLVED THAT, as an ordinary resolution and conditioned upon the passing of the Business Combination Resolution that the adoption of the Incentive Plan (substantially in the form attached to the accompanying joint proxy statement/prospectus, as Annex E) be and is authorized, approved and adopted in all respects.
The full text of the resolution to be passed is as follows:
RESOLUTION 3: THE FIRST MERGER RESOLUTION
RESOLVED THAT, as a special resolution:
(a)Agrico be authorised to merge with Cayman Merger Sub so that Agrico be the surviving company and all the undertaking, property and liabilities of Cayman Merger Sub vest in Agrico by virtue of the merger pursuant to the Companies Act (As Revised) of the Cayman Islands;
(b)the First Merger Plan in the form annexed to the joint proxy statement/prospectus in respect of the general meeting as Annex C be authorised, approved and confirmed in all respects and Agrico be authorised to enter into the First Merger Plan;
(c)the First Merger Plan be executed by any director of Agrico for and on behalf of Agrico and any director of Agrico or Maples and Calder (Cayman) LLP, on behalf of Maples Corporate Services Limited, be authorised to submit the First Merger Plan, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; and
(d)all actions taken and any documents or agreements executed, signed or delivered prior to or after the date hereof by any director of Agrico or officer of Agrico in connection with the transactions contemplated hereby be and are hereby approved, ratified and confirmed in all respects.
The full text of the resolution to be passed is as follows:
RESOLUTION 4: THE ADJOURNMENT RESOLUTION
RESOLVED THAT, as an ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.



NOTES TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING
The items of business for the Agrico Special Meeting are described in the attached joint proxy statement/prospectus, which we encourage you to read in its entirety before voting.
Entitlement to attend and vote
Only holders of record of Agrico Class A ordinary shares and Agrico Class B ordinary shares at the close of business on  ________, 2022 (the “Agrico Record Date”) are entitled to notice of the Agrico Special Meeting and to vote and have their votes counted at the Agrico Special Meeting and any adjournments or postponements of the Agrico Special Meeting.
A complete list of Agrico Shareholders of record entitled to vote at the Agrico Special Meeting will be available for ten (10) days before the meeting at Transfer Agent’s offices for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.
Board recommendation
After careful consideration, Agrico’s board of directors has determined that the Business Combination Proposal, the Incentive Plan Proposal, the First Merger Proposal and the Adjournment Proposal are fair to and in the best interests of Agrico and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Incentive Plan Proposal, “FOR” the First Merger Proposal and “FOR” the Adjournment Proposal, if presented.
Under the Business Combination Agreement, approval of the Business Combination Proposal and the First Merger Proposal by Agrico’s shareholders are conditions to the consummation of the Business Combination. The Business Combination Proposal, the Incentive Plan Proposal and the First Merger Proposal are conditioned on the approval of each other. As such, in the event that any of the Business Combination Proposal and the First Merger Proposal do not receive the requisite vote for approval, then Agrico will not consummate the Business Combination. Further, if the Business Combination Proposal does not receive the requisite vote for approval, Agrico will not implement the Incentive Plan. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus.
Appointment of proxies
All Agrico Shareholders as at the Agrico Record Date are cordially invited to attend the Agrico Special Meeting. To ensure your representation at the Agrico Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided and, in any event so as to be received by Agrico at _____ no later than 10:00 a.m. Eastern Time, on __________, 2022 being 48 hours before the time appointed for the holding of the Agrico Special Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). In the case of joint shareholders, where more than one of the joint shareholders purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in Agrico’s register of members) will be accepted. If you are a shareholder of record of Agrico Ordinary Shares as at the Agrico Record Date, you may also attend and cast your vote at the Agrico Special Meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote during the meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Agrico Special Meeting and vote, obtain a proxy from your broker or bank.
In the case of a shareholder that is a natural person, the proxy card must be executed under the hand of the shareholder or his or her attorney. In the case of a shareholder that is a corporation or other non-natural person, the proxy card must be executed on its behalf by a duly authorized representative or attorney for the corporation. Any power of attorney or any other authority under which the proxy card is signed (or a duly certified copy of such power of attorney or authority) must be included with the proxy card.



A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolutions. If you return your proxy card without an indication of how you wish to vote, your shares will be voted in favor of each of the Resolutions presented at the Agrico Special Meeting.
Changing proxy instructions
To change your proxy instructions simply complete, sign, date and return a new proxy card following the procedure set out in the notes above. Note that the cut off time for receipt of proxy appointments specified in those notes also applies in relation to amended proxy instructions. Any amended proxy appointment received after the specified cut off time will be disregarded.
Termination of proxy appointment
In order to revoke a proxy instruction you will need to send a notice clearly stating your intention to revoke your proxy appointment to Agrico’s proxy solicitor at Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, or via email at RICO.info@investor.morrowsodali.com. In the case of a shareholder that is a natural person, the revocation notice must be executed under the hand of the shareholder or his or her attorney. In the case of a shareholder that is a corporation or other non-natural person, the revocation notice must be executed on its behalf by a duly authorized representative or attorney for the corporation. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power of attorney or authority) must be included with the revocation notice.
The revocation notice must be received by Agrico no later than 10:00 a.m. Eastern Time, on __________, 2022 being 48 hours before the time appointed for the holding of the Agrico Special Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting).
If you attempt to revoke your proxy instruction but the revocation notice is received after the time specified then your proxy will remain valid. Notwithstanding the foregoing, submitting a proxy will NOT prevent you from being able to attend and vote online during the meeting. If you have submitted a proxy and attend the Agrico Special Meeting, your proxy appointment will automatically be terminated.
Corporate representatives
A corporation or other non-natural person which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercise powers over the same share.
Voting
Voting on all resolutions at the Agrico Special Meeting will be conducted by way of a poll rather than on a show of hands. On a poll votes are counted according to the number of shares registered in each shareholder’s name, with each share carrying one vote.
Results of the voting
As soon as practicable following the Agrico Special Meeting, the results of the voting will be announced via a regulatory information service and also placed on Agrico’s website.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF AGRICO ORDINARY SHARES YOU OWN. Whether you plan to attend the Agrico Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided and, in any event so as to be received by Agrico no later than 48 hours prior to the time appointed for the holding of the Agrico Special Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
Thank you for your participation. We look forward to your continued support.



By Order of the Board of Directors
Brent de Jong, Chief Executive Officer of Agrico Acquisition Corp.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT AGRICO REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON           , 2022 (TWO (2) BUSINESS DAYS PRIOR TO THE MEETING) BY (A) DELIVERING A CONVERSION NOTICE TO AGRICO’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO AGRICO’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, YOU MAY VOTE EITHER FOR OR AGAINST SUCH PROPOSAL WITHOUT AFFECTING YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF AGRICO SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
This joint proxy statement/prospectus is dated           , 2022 and is first being mailed to Agrico Acquisition Corp. shareholders on or about           , 2022.



To the Shareholders of Kalera S.A.:
Agrico Acquisition Corp., a Cayman Islands exempted company (“Agrico”), has entered into a Business Combination Agreement (as may be amended from time to time, the “Business Combination Agreement”, a copy of which is attached to the accompanying joint proxy statement/prospectus as Annex A) with (i) Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356 (which was reregistered as an Irish public limited company and was renamed “Kalera Public Limited Company”) in connection with the Business Combination (“Pubco”), (ii) Kalera Cayman Merger Sub, a Cayman Islands exempted company (“Cayman Merger Sub”), (iii) Kalera Luxembourg Merger Sub SARL, a Luxembourg limited liability company (société à responsabilité limitée) (“Lux Merger Sub” and, together with Cayman Merger Sub, the “Merger Subs”) and (iv) Kalera AS, a Norwegian private limited liability company.
Pursuant to the Business Combination Agreement, (i) a merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco (the “First Merger”) and Agrico will issue one Class A Agrico Ordinary Share to Pubco (the “Agrico Share Issuance”) and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the second merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera (as defined in the accompanying joint proxy statement/prospectus) with Kalera as the surviving entity of the second merger (the “Second Merger”) and in this context Kalera will issue shares to Pubco (the “Kalera Share Issuance”), and (iii) immediately following the Second Merger and the Kalera Capital Reduction, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and the holders of the Kalera Options will receive options in the capital of Pubco, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of a capital reduction pursuant to the Luxembourg Companies Act (the “Kalera Capital Reduction”). As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco.
Upon consummation of the First Merger, (i) each Agrico Class A ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, (ii) each Agrico Class B ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, and (iii) each outstanding Agrico Public Warrant and Private Placement Warrant will remain outstanding and will automatically be adjusted to become a Pubco Warrant.
Upon closing of the Business Combination, Agrico will be a wholly owned subsidiary of Pubco. If Agrico is solvent at such time, the voluntary winding-up of Agrico is expected to commence, and voluntary liquidators are expected to be appointed, by the passing of a special shareholder resolution. Upon the appointment of a voluntary liquidator, the powers of the directors are expected to cease and the business of Agrico is expected to be discontinued except to the extent necessary to facilitate the winding-up. During the winding up process, liabilities of Agrico are expected to be assumed by Pubco. The liquidator is expected to notify the Cayman Islands Registrar of Companies of the commencement of the winding-up and publish a notice in the Cayman Islands Government Gazette informing creditors of the same. Notice must be published in the Cayman Islands Government Gazette prior to the final general meeting of Agrico at which the accounts of the liquidation and the conduct of the liquidation will be presented for shareholder approval. This notice must be published at least 21 days in advance of the meeting. Notice of the final meeting must also be given to all shareholders. Following such notice, final general meeting of Agrico is expected to be held, following which, the liquidator is expected to make a final return to the Cayman Islands Registrar of Companies. Three months later, Agrico is expected to be deemed formally dissolved.
Upon consummation of the Second Merger, each Kalera Share outstanding immediately prior to the Second Merger Effective Time will be cancelled and cease to exist in the context of the Kalera Capital Reduction against the issuance of the number of Pubco Ordinary Shares equal to the Exchange Ratio (the aggregate number of Pubco Ordinary Shares so issued, the “Exchange Shares”). The completion of the Business Combination will cause, assuming no public shareholders of Agrico exercise their redemption rights, Kalera Shareholders to beneficially own



approximately 52% and Agrico securityholders to beneficially own approximately 48% of the issued and outstanding Pubco Ordinary Shares (64.9% on a fully diluted basis giving effect to Pubco Ordinary Shares underlying the warrants that will be beneficially owned by Agrico warrantholders as of the Closing). Upon completion of the Business Combination, assuming no public shareholders of Agrico exercise their redemption rights, Agrico’s sponsor, DJCAAC, LLC, will beneficially own approximately 9.6% of the issued and outstanding Pubco Ordinary Shares (22.4% on a fully diluted basis giving effect to Pubco Ordinary Shares underlying the warrants that will be beneficially owned by Agrico’s sponsor as of the Closing). The foregoing statements assume exercisability of the Pubco Warrants on the date of Closing or within 60 days of the Closing.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS DESCRIBED IN THIS JOINT PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This joint proxy statement/prospectus is dated _____, 2022, and is first being mailed to shareholders of Kalera S.A. on or about _____, 2022.
Very truly yours,
Curtis McWilliams, Interim Chief Executive Officer of Kalera S.A.



KALERA S.A.
Société anonyme
(Public company limited by shares)
Registered office: 15, Boulevard Roosevelt, L - 2450 Luxembourg
Grand Duchy of Luxembourg
RCS Luxembourg: B 256.011
NOTICE OF SHAREHOLDER MEETING
TO BE HELD ON           , 2022
TO THE SHAREHOLDERS OF KALERA S.A.:
NOTICE IS HEREBY GIVEN that a Shareholder Meeting (the “Shareholder Meeting”) of Kalera S.A., a Luxembourg public company limited by shares, will be held at 10:00 a.m. Eastern Time, on ________, 2022. The meeting will be a completely virtual meeting of shareholders and attending is for information and Q&A purposes, which will be conducted via live webcast at the following link: https://arendt.webex.com/arendt/j.php?MTID=m6bd2433f97b2ee5d2e7055d6a4c88fff. In light of said meeting, you may however only validly cast your vote by appointing a proxy as per the below instructions (Appointment of proxies). You are cordially invited to attend the virtual meeting, which will be held for the following purposes:
1.The Business Combination Proposal — To consider and vote upon the consummation of the proposed business combination with Agrico Acquisition Corp., as further described in the accompanying joint proxy statement/prospectus;
2.The Incentive Plan Proposal — To consider and vote upon a proposal to adopt and approve a long-term incentive plan for the combined company post-business combination (the “Incentive Plan”);
3.The Second Merger Proposal — Subject to the approval of the Kalera Capital Reduction, to acknowledge that all the formalities of article 1021-7 of the Luxembourg Company Law, have been satisfied and to approve the common draft terms of merger between Kalera S.A. and Lux Merger Sub (the “Second Merger”), to approve the Second Merger and to subsequently approve the increase of the share capital of Kalera S.A. through the issue of shares and in relation therewith, to amend article 5.1 of the articles of association of Kalera S.A; and
4.The Kalera Capital Reduction Proposal — Subject to the approval and the effectiveness of the Second Merger, to waive any equal treatment rights of the shareholders of Kalera S.A. and to cancel all shares in issuance prior to the effectiveness of the Second Merger without distribution of any proceeds and subsequent amendment of article 5.1 of the articles of association of Kalera S.A.
In connection therewith, at the Shareholder Meeting shareholders will be asked to consider and, if thought fit, approve the following resolutions (together, the “Resolutions”):
RESOLUTION 1: THE BUSINESS COMBINATION RESOLUTION
RESOLVED THAT, the proposed business combination with Agrico Acquisition Corp., as further described in the accompanying joint proxy statement/prospectus, be and is authorized, approved and adopted in all respects.
RESOLUTION 2: THE INCENTIVE PLAN RESOLUTION
RESOLVED THAT, conditioned upon the passing of the Business Combination Resolution that the adoption of the Incentive Plan (substantially in the form attached to the accompanying joint proxy statement/prospectus, as Annex E) be and is authorized, approved and adopted in all respects.



RESOLUTION 3: THE SECOND MERGER RESOLUTION (to be taken before a notary in the Grand Duchy of Luxembourg)
RESOLVED TO, subject to the approval of the Kalera Capital Reduction under resolution 4, acknowledge that all the formalities of article 1021-7 of the Law of 10 August 1915 on commercial companies, as amended (the “Company Law”) have been satisfied and to approve the common draft terms of the Second Merger (between Kalera S.A. and Lux Merger Sub), to approve the Second Merger.
Subsequently, the Shareholder Meeting approved the increase of the share capital of Kalera S.A. by the amount of shares as determined by the Luxembourg auditors in the context of the Second Merger (the “New Shares”).
The Shareholder Meeting approved that the New Shares shall be issued to Pubco, in exchange for the shares owned by it in the share capital of the Lux Merger Sub in accordance with a share exchange ratio established in the common draft terms of merger.
The exchange ratio for the consideration shares to be issued in the context of the Second Merger has been established by the board of directors of Kalera and the board of managers of the Lux Merger Sub and has been submitted for evaluation purposes to, two independent experts, one for the benefit of each merging company, appointed in accordance with Article 1021-6 of the Company Law.
RESOLUTION 4: THE KALERA CAPITAL REDUCTION (to be taken before a notary in the Grand Duchy of Luxembourg)
RESOLVED TO, subject to the approval and effectiveness of the Second Merger, waive any equal treatment rights of the shareholders and to cancel all shares in issuance prior to the effectiveness of the Second Merger without distribution of any proceeds.
Subsequently the Shareholder Meeting approved the decrease of the share capital of Kalera S.A. by cancelling all the shares which have been issued in the context of the merger of Kalera AS and Kalera S.A. by absorption between Kalera AS and Kalera S.A., with Kalera S.A. as the surviving entity.
NOTES TO THE NOTICE OF SHAREHOLDER MEETING
The items of business for the Shareholder Meeting are described in the attached joint proxy statement/prospectus, which we encourage you to read in its entirety before voting.
Entitlement to attend and vote
Only holders of record of Kalera Shares at the close of business on ________, 2022 (the “Kalera Record Date”) are entitled to notice of the Shareholder Meeting and to vote and have their votes counted at the Shareholder Meeting in accordance with the present notice.
Board recommendation
After careful consideration, Kalera’s board of directors has determined that the transactions under the Resolutions are fair to and in the best interests of Kalera and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Resolutions.
Under the Business Combination Agreement, approval of each of the Business Combination Proposal and the Second Merger and the Kalera Capital Reduction by Kalera’s shareholders are conditions to the consummation of the Business Combination. The Second Merger and the Kalera Capital Reduction are conditioned on the approval of each other. As such, in the event that any of the Second Merger and the Kalera Capital Reduction do not receive the requisite vote for approval, then Kalera will not consummate the Business Combination.
Appointment of proxies
All Kalera shareholders as at the Kalera Record Date are cordially invited to attend the Shareholder Meeting virtually. To ensure your representation and/or vote at the Shareholder Meeting, however, you are urged to



complete, sign, date and return the enclosed proxy and voting card as soon as possible in the envelope provided and, in any event so as to be received by Kalera at _____ no later than 10:00 a.m. Eastern Time, on __________, 2022 being five (5) calendar days before the time appointed for the holding of the Shareholder Meeting. Kalera will recognise only one (1) holder per share. In case a share is owned by several persons, they shall appoint a single representative who shall represent them in respect of Kalera. Kalera has the right to suspend the exercise of all rights attached to that share, except for relevant information rights, until such representative has been appointed. Submitting a proxy and voting form will NOT prevent you from being able to attend the virtual meeting for information and Q&A purposes. If your shares are held in an account at a brokerage firm or bank, and unless otherwise specified in the relevant convening notice, you may either instruct your broker or bank on how to vote your shares or use the proxy and voting card as instructed by Kalera, together in the latter case with a share certificate certifying the number of shares recorded in the relevant account on the Kalera Record Date.
In the case of a shareholder that is a natural person, the proxy and voting card must be executed under the hand of the shareholder or his or her attorney. In the case of a shareholder that is a corporation or other non-natural person, the proxy and voting card must be executed on its behalf by a duly authorized representative or attorney for the corporation. Any power of attorney or any other authority under which the proxy and voting card is signed (or a duly certified copy of such power of attorney or authority) must be included with the proxy and voting card.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolutions. If you return your proxy and voting card without an indication of how you wish to vote, this will be considered as an instruction to the proxyholder to vote in favor of each of the Resolutions presented at the Shareholder Meeting.
Changing proxy instructions
To change your proxy and voting instructions simply complete, sign, date and return a new proxy and voting card following the procedure set out in the notes above. Note that the cut off time for receipt of proxy appointments specified in those notes also applies in relation to amended proxy and voting instructions. Any amended proxy appointment or voting instruction received after the specified cut off time will be disregarded.
Termination of proxy appointment
In order to revoke a proxy and voting instruction you will need to send a notice clearly stating your intention to revoke your proxy appointment and voting instruction to following the procedure set out in the notes above. In the case of a shareholder that is a natural person, the revocation notice must be executed under the hand of the shareholder or his or her attorney. In the case of a shareholder that is a corporation or other non-natural person, the revocation notice must be executed on its behalf by a duly authorized representative or attorney for the corporation. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power of attorney or authority) must be included with the revocation notice.
The revocation notice must be received by Kalera no later than 10:00 a.m. Eastern Time, on __________, 2022 being five (5) calendar days before the time appointed for the holding of the Shareholder Meeting.
If you attempt to revoke your proxy and voting instruction but the revocation notice is received after the time specified then your proxy and voting instruction will remain valid. Notwithstanding the foregoing, submitting a proxy and voting instruction will NOT prevent you from being able to attend and vote online during the virtual meeting for information and Q&A purposes.
Voting
Voting on all resolutions at the Shareholder Meeting will be conducted by way of a poll based on the proxy and voting cards received as per the above. Votes are counted according to the number of shares registered in each shareholder’s name, with each ordinary share carrying one vote.



Results of the voting
As soon as practicable following the Shareholder Meeting, the results of the voting will be announced via a regulatory information service and also placed on Kalera’s website.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF KALERA SHARES YOU OWN. Whether you plan to virtually attend the Shareholder Meeting for information and Q&A purposes or not, please instruct your broker or bank on how to vote your shares or sign, date and return the enclosed proxy and voting card as soon as possible following the procedure set out above.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
Curtis McWilliams, Interim Chief Executive Officer of Kalera S.A.
IF YOU RETURN YOUR PROXY AND VOTING CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, THIS WILL BE CONSIDERED AS AN INSTRUCTION TO THE PROXYHOLDER TO VOTE IN FAVOR OF EACH OF THE RESOLUTIONS.
This joint proxy statement/prospectus is dated           , 2022 and is first being mailed to Kalera S.A. shareholders on or about           , 2022.



The information in this joint proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission, of which this joint proxy statement/prospectus is a part, is declared effective. This joint proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 9, 2022
PRELIMINARY JOINT PROXY STATEMENT
FOR EXTRAORDINARY GENERAL MEETING OF AGRICO ACQUISITION CORP.
AND SHAREHOLDER MEETING OF KALERA S.A.
PROSPECTUS FOR UP TO 56,970,013 ORDINARY SHARES
14,347,500 WARRANTS
AND 112,143,203 CONTINGENT VALUE RIGHTS OF
KALERA PUBLIC LIMITED COMPANY
The board of directors of Agrico Acquisition Corp., a Cayman Islands exempted company (“Agrico”) and Kalera AS, a Norwegian private limited liability company, have unanimously approved the Business Combination Agreement, dated as of January 30, 2022, by and among Kalera AS, Pubco, Cayman Merger Sub and Lux Merger Sub.
Pursuant to the Business Combination Agreement, among other things, (i) a merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco (the “First Merger”) and Agrico will issue one Class A Agrico Ordinary Share to Pubco (the “Agrico Share Issuance”) and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the second merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera (as defined in the accompanying joint proxy statement/prospectus) with Kalera as the surviving entity of the second merger (the “Second Merger”) and in this context Kalera will issue shares to Pubco (the “Kalera Share Issuance”), and (iii) immediately following and in connection with the Second Merger and the Kalera Capital Reduction, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and the holders of the Kalera Options will receive options in the capital of Pubco, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of a capital reduction pursuant to the Luxembourg Companies Act (the “Kalera Capital Reduction”). The completion of the Business Combination will cause, assuming no public shareholders of Agrico exercise their redemption rights, Kalera Shareholders to beneficially own approximately 52% and Agrico securityholders to beneficially own approximately 48% of the issued and outstanding Pubco Ordinary Shares (64.9% on a fully diluted basis giving effect to Pubco Ordinary Shares underlying the warrants that will be beneficially owned by Agrico warrantholders as of the Closing). Upon completion of the Business Combination, assuming no public shareholders of Agrico exercise their redemption rights, Agrico’s sponsor, DJCAAC, LLC, will beneficially own approximately 9.6% of the issued and outstanding Pubco Ordinary Shares (22.4% on a fully diluted basis giving effect to Pubco Ordinary Shares underlying the warrants that will be beneficially owned by Agrico’s sponsor as of the Closing). The foregoing statements assume exercisability of the Pubco Warrants on the date of Closing or within 60 days of the Closing.
As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco. Pubco will become a new public company and will be listed on Nasdaq. The former security holders of Agrico and Kalera will become security holders of Pubco.
Proposals to approve the Business Combination Agreement and the other matters discussed in this joint proxy statement/prospectus will be presented at each of the Agrico Special Meeting and Kalera Shareholder Meeting, as applicable.
The Agrico Special Meeting is scheduled to be held at 10:00 a.m., Eastern Time, on ______ 2022, at the offices of _________. The Kalera Shareholder Meeting is scheduled to be held at 10:00 a.m., Eastern Time, on ______ 2022, virtually.
Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.
This joint proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the shareholder meetings described herein. We encourage you to carefully read this entire document.
YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE 82 OF THIS JOINT PROXY STATEMENT/PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED BEFORE VOTING ON THE PROPOSED BUSINESS



COMBINATION AND EACH OF THE OTHER MATTERS TO BE PRESENTED AT THE SHAREHOLDER MEETINGS.
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions described in this joint proxy statement/prospectus or any of the securities to be issued in the Business Combination, passed upon the merits or fairness of the Business Combination or related transactions or passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated ___________, 2022, and is first being mailed to security holders on or about _____________, 2022.



TABLE OF CONTENTS
Page
i


Page
ANNEXES
Annex K: Form of Pubco Warrant AgreementK-1
ii


ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission, or SEC, by Pubco (File No. 333-264422), constitutes a prospectus of Pubco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco securities to be issued or assumed (as the case may be) if the Business Combination described herein is consummated. This document also constitutes: (i) a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Agrico Special Meeting at which Agrico Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters; and (ii) a notice of meeting and a proxy statement with respect to the Kalera S.A. Shareholder Meeting at which its shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. If you are an Agrico investor and would like additional copies of this joint proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Agrico Special Meeting, please contact Morrow Sodali LLC at RICO.info@investor.morrowsodali.com or (800) 662-5200 (banks and brokers can call: (203) 658-9400). If you are a shareholder of Agrico and would like to request documents, please do so by      , 2022 (the fifth business day before the meeting date) to receive them before the Agrico Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
If you are a Kalera investor and would like additional copies of this joint proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Kalera Shareholder Meeting, please contact Eric Birge at ir@kalera.com or (313) 309-9500. If you are a shareholder of Kalera and would like to request documents, please do so by           , 2022 (the fifth business day before the meeting date) to receive them before the Kalera Shareholder Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No person is authorized to give any information or to make any representation with respect to the matters that this joint proxy statement/prospectus describes other than those contained in, or incorporated by reference into, this joint proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Pubco, Agrico or Kalera. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. This joint proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained or incorporated in this joint proxy statement/prospectus is accurate as of any date other than the date(s) specified. Neither the delivery of this joint proxy statement/prospectus nor any distribution of securities made under this joint proxy statement/prospectus will, under any circumstances, create an implication to the contrary.
1


INDUSTRY AND MARKET DATA
In this joint proxy statement/prospectus, Kalera relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. Kalera has supplemented this information where necessary with its own internal estimates, considering publicly available information about other industry participants and Kalera management’s best view as to information that is not publicly available. This information appears in “Industry Overview,” “Information about Kalera,”“Kalera’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections of this joint proxy statement/prospectus. Kalera has taken such care as we consider reasonable in the extraction and reproduction of information from such data from third party sources.
Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this joint proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.
2


FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms (i) “Agrico” refers to Agrico Acquisition Corp., a Cayman Islands exempted company, (ii) “Pubco” refers to Kalera Public Limited Company, a public limited company incorporated in Ireland with registered number 606356 and (iii) “Kalera” refers to (A) prior to the Norwegian Merger, Kalera AS, a Norwegian private limited liability company, and its consolidated subsidiaries, (B) following the Norwegian Merger, Kalera S.A., a public limited company incorporated in Luxembourg, and its consolidated subsidiaries, and (C) following the consummation of the Business Combination, Pubco.
In this document:
“$” means the currency in dollars of the United States of America.
“2022 Incentive Plan” means the 2022 Long-Term Incentive Plan of Pubco.
“Adjournment Proposal” means a proposal to adjourn the Agrico Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Agrico Special Meeting, there are not sufficient votes to authorize Agrico to consummate the Business Combination and each other matter to be considered at the Agrico Special Meeting, or if holders of the Agrico Shares have elected to redeem an amount of Agrico Shares such that the Minimum Cash Condition would not be satisfied.
“Agrico Articles” means the Amended and Restated Memorandum and Articles of Association of Agrico adopted on July 7, 2021.
“Agrico Class A ordinary shares” means the class A ordinary shares of Agrico, par value $0.0001 per share.
“Agrico Class B ordinary shares” means the class B ordinary shares of Agrico, par value $0.0001 per share.
“Agrico Initial Shareholders” means holders of Founder Shares prior to the Agrico IPO, including the Sponsor.
“Agrico IPO” means the initial public offering of Agrico Units consummated on July 12, 2021.
“Agrico Ordinary Shares” means Agrico’s Class A ordinary shares and Class B ordinary shares.
“Agrico Public Warrant” means each whole warrant (other than the Private Placement Warrants), entitling the holder thereof to purchase one Agrico ordinary share at a price of $11.50 per share.
“Agrico Record Date” refers to the record date for determining the holders of Agrico Ordinary Shares entitled to receive notice of and to attend and vote at the Agrico Special Meeting, which has been set as ________, 2022.
“Agrico Share Issuance” means the issuance by Agrico of Agrico Ordinary Shares to Pubco.
“Agrico Shareholders” means the holders of Agrico Shares, including the Agrico Initial Shareholders and members of the Agrico management team, provided that each Agrico Initial Shareholder’s and member of Agrico’s management team’s status as an “Agrico Shareholder” shall only exist with respect to such Agrico Shares.
“Agrico Shares” means Class A ordinary shares of Agrico issued as part of the Agrico Units sold in the Agrico IPO.
“Agrico Special Meeting” means the Extraordinary General Meeting of Agrico, to be held at the offices of _________ and virtually by visiting https://www.cstproxy.com/agricoacquisition/2022 on _______, 2022 at 10 a.m. Eastern Time.
“Agrico Units” means the Agrico units issued in the Agrico IPO, each consisting of one ordinary share and one-half of one Agrico Public Warrant.
“Agrico Warrants” means Private Placement Warrants and Agrico Public Warrants, collectively.
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“Broker Non-Vote” means the failure of an Agrico Shareholder, who holds its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.
“Business Combination” means the transactions contemplated by the Business Combination Agreement.
“Business Combination Agreement” means the Business Combination Agreement, dated as of January 30, 2022, as it may be amended from time to time, by and among Agrico, Kalera, Pubco, Cayman Merger Sub and Lux Merger Sub.
“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Business Combination.
“Cayman Companies Act” means the Companies Act (As Revised), as amended, of the Cayman Islands.
“Cayman Merger Sub” means Kalera Cayman Merger Sub, a Cayman Islands exempted company.
“Closing” means the consummation of the transactions contemplated under the Business Combination Agreement.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Material Contract” has the meaning assigned to it in the Business Combination Agreement.
“CVR” means one contractual contingent value right per Kalera Share which shall represent the right to receive up to two contingent payments of Pubco Ordinary Shares
“CVR Agreement” means the Contingent Value Rights Agreement to be entered into by Pubco and the Rights Agent party thereto.
“CVR Shares” means the Pubco Ordinary Shares issuable pursuant to the CVRs upon the satisfaction of certain conditions.
“Dissent Rights” means the right of each holder of Agrico Ordinary Shares to dissent in respect of the First Merger pursuant to Section 238 of the Cayman Companies Act.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Ratio” has the meaning assigned to it in the Business Combination Agreement.
“Exchange Shares” means the aggregate number of Pubco Ordinary Shares issued upon consummation of the Second Merger.
“Expenses” means all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a party to the Business Combination Agreement or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of the Business Combination Agreement or any Ancillary Documents (as defined in the Business Combination Agreement) and all other matters related to the consummation of the Business Combination Agreement. With respect to Agrico, Expenses shall include any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination.
“First Closing” means the consummation of the First Merger and the related transactions thereby.
“First Closing Date” means the date on which all conditions of the First Closing are satisfied.
“First Merger” means the first merger pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity of the First Merger and as a wholly owned subsidiary of Pubco.
“First Merger Effective Time” has the meaning assigned to it in the Business Combination Agreement.
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“First Merger Plan” means the plan of merger executed in connection with the First Merger.
“Founder Shares” means Class B ordinary shares of Agrico initially purchased by the Sponsor in a private placement prior to the Agrico IPO, of which 3,593,750 are currently outstanding.
“Incentive Plan Proposal” refers to the proposal for Agrico and Kalera Shareholders to approve the adoption of the 2022 Incentive Plan by Pubco.
“Interim Period” has the meaning assigned to it in the Business Combination Agreement.
“IRS” means the Internal Revenue Service of the United States.
“Kalera Articles” means the consolidated articles of association of Kalera, as amended from time to time.
“Kalera Capital Reduction” means certain of the Kalera Shares and all the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of a capital reduction pursuant to the Luxembourg Companies Act.
“Kalera Holders Support Agreement” means the agreement entered into by Agrico and Kalera with the Kalera Shareholders in connection with their entry into the Business Combination Agreement.
“Kalera Options” has the meaning assigned to it in the Business Combination Agreement.
“Kalera Record Date” refers to the record date for determining the holders of Kalera Shares entitled to receive notice of and to attend and vote at the Kalera Shareholder Meeting, which has been set as ________, 2022.
“Kalera Share Issuance” means the issuance by Kalera of shares to Pubco pursuant to the Second Merger.
“Kalera Shareholder Meeting” means the general meeting of Kalera, to be held on _________, 2022 at 10 a.m. Eastern Time.
“Kalera Shareholders” means the holders of Kalera Shares.
“Kalera Shares” the ordinary shares of Kalera.
“Lux Holdco” means Kalera S.A., a Luxembourg public limited company (société anonyme).
“Lux Merger Sub” means Kalera Luxembourg Merger Sub SARL, a Luxembourg limited liability company (société à responsabilité limitée).
“Luxembourg Company Law” means the Luxembourg law dated August 10, 1915 on commercial companies, as amended.
“Maxim” means Maxim Group, LLC, Agrico’s underwriters in the Agrico IPO.
“Merger Subs” means collectively, Cayman Merger Sub and the Lux Merger Sub.
“Minimum Cash Condition” means the minimum of $100,000,000 in the aggregate in (i) cash proceeds received or available at or prior to the applicable Closing in respect of debt or equity financing documents entered into by the Company during the Interim Period (excluding any funding relating to facilities that may be entered into with specified counterparties and provided that there shall not be double counting of cash proceeds that are received or available) and (ii) in the Trust Account that Kalera, its Subsidiaries and Agrico must have after giving effect to the Redemption and assuming that all expenses of Agrico, Pubco, Kalera and their respective Affiliates incurred prior to the applicable Closing have been paid (including, in each case, the Expenses), as Kalera’s condition to Closing.
“Nasdaq” means the Nasdaq Stock Market.
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“Norwegian Merger” means the merger of Kalera AS and Kalera S.A. pursuant to a cross-border merger by absorption between Kalera AS and Kalera S.A., with Kalera S.A. as the surviving entity, and actions taken in connection therewith.
“Pre-Closing Shareholders” means the Company Shareholders as of immediately prior to the Second Merger Effective Time.
“Private Placement Warrants” means the Agrico Warrants purchased by the Sponsor and Maxim in a private placement at the time of the Agrico IPO for a purchase price of $1.00 per warrant, each of which is exercisable for one ordinary share.
“Pubco” means Kalera Public Limited Company, a public limited company incorporated in Ireland.
“Pubco Articles” means the articles of Pubco as of the date of the Closing unless otherwise provided herein.
“Pubco Options” has the meaning assigned to it in the Business Combination Agreement.
“Pubco Ordinary Shares” means the ordinary shares of Pubco.
“Pubco Warrant” means each one whole warrant entitling the holder thereof to subscribe for one Pubco Ordinary Share at a purchase price of $11.50 per share.
“Redemption” means the right of the holders of Agrico Shares to have their shares redeemed in accordance with the procedures set forth in this joint proxy statement/prospectus.
“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account calculated in accordance with the Agrico Articles (as equitably adjusted for shares splits, shares dividends, combinations, recapitalizations and the like after the Closing). The redemption price will be calculated two (2) days prior to the completion of the Business Combination in accordance with the Agrico Articles.
“Registration Rights Agreement” means the registration rights agreement in the form agreed upon among the parties thereto.
“RESA” means Recueil Électronique des Sociétés et Associations of the Grand Duchy of Luxembourg.
“SEC” means the U.S. Securities and Exchange Commission.
“Second Closing” means the consummation of the Business Combination (other than those transactions which occur on the First Closing).
“Second Closing Date” means the date on which all conditions of the Second Closing are satisfied.
“Second Merger” means the second merger pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as the surviving entity of such merger.
“Second Merger Effective Time” has the meaning assigned to it in the Business Combination Agreement.
“Second Merger Plan” means the plan of merger executed in connection with the Second Merger.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Sponsor” means DJCAAC LLC, a Delaware limited liability company and each of the persons set forth on Schedule I to the Sponsor Support Agreement.
“Sponsor Support Agreement” means the agreement among the Sponsor, Agrico and Kalera.
“Target Companies” has the meaning assigned to it in the Business Combination Agreement.
“Transfer Agent” means, with respect to Agrico, the Continental Stock Transfer and Trust Company.
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“Trust Account” means the trust account that holds a portion of the proceeds of the Agrico IPO and the concurrent sale of warrants to the Sponsor in a private placement.
“U.S. GAAP” means United States generally accepted accounting principles.
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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION
Agrico, Pubco, Cayman Merger Sub, Lux Merger Sub and Kalera are parties to the Business Combination Agreement.
Kalera engages in the business of controlled environment agriculture, seeds production and research and development of plant and seed science. See the section of this joint proxy statement/prospectus titled “Information About Kalera”.
Following consummation of the Business Combination, Agrico and Merger Subs will have ceased to have a separate legal existence and Kalera will become a wholly owned subsidiary of Pubco. Merger Subs were formed solely as vehicles for consummating the Business Combination, and Merger Subs are currently direct wholly owned subsidiaries of Pubco. See the section of this joint proxy statement/prospectus titled “Summary of the Joint Proxy Statement/Prospectus—The Parties.”
Pursuant to the Business Combination Agreement, (i) the First Merger will occur, and Agrico will issue one Class A Agrico Ordinary Share to Pubco (the “Agrico Share Issuance”), holders of Agrico Ordinary Shares will receive shares in the capital of Pubco, and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case, as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one business day following the First Merger and subject thereto, the Second Merger will occur, and in this context Kalera will issue shares to Pubco (the “Kalera Share Issuance”), and (iii) immediately following and in connection with the Second Merger, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and CVRs and the holders of the Kalera Options will receive options in the capital of Pubco and, in the case of holders of In-the-Money Options (as defined in the Business Combination Agreement), CVRs, in each case, as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of the Kalera Capital Reduction, and, as a result of the Second Merger and the Kalera Capital Reduction, Kalera will be a wholly owned subsidiary of Pubco. See the section of this joint proxy statement/prospectus titled “The Business Combination Proposal.”
Upon consummation of the First Merger, (i) each Agrico Class A ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, (ii) each Agrico Class B ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, and (iii) each outstanding Agrico Public Warrant and Private Placement Warrant will remain outstanding and will automatically be adjusted to become a Pubco Warrant. See the section of this joint proxy statement/prospectus titled “The Business Combination Proposal—General—The First Merger: Consideration to Agrico Security holders.”
Upon consummation of the Second Merger, each Kalera Share outstanding immediately prior to the Second Merger Effective Time will be cancelled and cease to exist in the context of the Kalera Capital Reduction against the issuance of the number of Pubco Ordinary Shares equal to the Exchange Ratio (the aggregate number of Pubco Ordinary Shares so issued, the “Exchange Shares”).
In connection with their entry into the Business Combination Agreement, Agrico and Kalera entered into an agreement with DJCAAC LLC, a Delaware limited liability company (the “Sponsor”) (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed (i) to vote the Agrico Ordinary Shares (as defined in the Sponsor Support Agreement) held by the Sponsor in favor of the approval and adoption of the Business Combination Agreement and approval of the Business Combination Proposal and the transactions contemplated by the Business Combination Agreement, (ii) to not transfer, during the period commencing on the date of the Sponsor Support Agreement and ending on the earlier of (a) the First Closing and (b) the liquidation of Agrico, any Agrico Ordinary Shares (as defined in the Sponsor Support Agreement) owned by the Sponsor, (iii) to not transfer any Lock-up Shares (as defined in the Sponsor Support Agreement) until the end of the Lock-up Period (as defined in the Sponsor Support Agreement),
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and (iv) to transfer to Agrico, surrender and forfeit a certain amount of Agrico Class B ordinary shares in the event that the amount of Agrico Ordinary Shares redeemed pursuant to the Redemption meets the threshold specified therein. See the section of this joint proxy statement/prospectus titled “The Business Combination Proposal—Related Agreements or Arrangements—Sponsor Support Agreement.” In connection with their entry into the Business Combination Agreement, Agrico and Kalera entered into an agreement with certain shareholders of Kalera, whose names appear on the signature pages thereto (such shareholders, the “Kalera Supporting Shareholders”, and such agreement, the “Kalera Holders Support Agreement”), pursuant to which each Kalera Supporting Shareholder agreed (i) to vote all of such Kalera Supporting Shareholder’s Covered Shares (as defined in the Kalera Holders Support Agreement) held by such shareholder in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, (ii) to not transfer, prior to the Second Closing Date, any of such Kalera Supporting Shareholder’s Covered Shares, and (iii) to not transfer any Lock-up Shares (as defined in the Kalera Holders Support Agreement) until the end of the Lock-up Period (as defined in the Kalera Holders Support Agreement). See the section of this joint proxy statement/prospectus titled “The Business Combination Proposal—Related Agreements or Arrangements—The Company Holders Support Agreements.”
In addition to voting on a proposal to adopt the Business Combination Agreement and approve the Business Combination contemplated thereby as described in this joint proxy statement/prospectus, the shareholders of Agrico will also vote on proposals to approve the First Merger, the Incentive Plan and an adjournment of the extraordinary general meeting, if necessary or desirable in the reasonable determination of Agrico. See the sections of this joint proxy statement/prospectus titled “The First Merger Proposal,” “The Incentive Plan Proposal” and “The Adjournment Proposal.”
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this joint proxy statement/prospectus constitutes forward-looking statements for the purposes of federal securities laws. You can identify these statements by forward-looking words such as “may,” “might,” “could,” “will,” “would,” “should,” “expect,” “possible,” “potential,” “anticipate,” “contemplate,” “believe,” “estimate,” “plan,” “predict,” “project,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:
discuss future expectations; or
state other “forward-looking” information.
Forward-looking statements in this joint proxy statement/prospectus may include, for example, statements about:
the parties’ ability to consummate the Business Combination;
the expected benefits and costs of the Business Combination;
changes in Kalera’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;
the implementation, market acceptance and success of Kalera’s business models;
the impact of health epidemics, including the coronavirus SARS-CoV-2 (“COVID-19”), pandemic, on Kalera’s business and the actions Kalera may take in response thereto;
Kalera’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
expectations regarding the time during which Pubco will be an emerging growth company under the JOBS Act;
Kalera’s future capital requirements and sources and uses of cash;
Kalera’s ability to obtain funding for its operations;
Kalera’s business, expansion plans and opportunities;
the outcome of any known and unknown litigation and regulatory proceedings; and
Pubco, Kalera and Agrico believe it is important to communicate their expectations to their security holders. However, there may be events in the future that they are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this joint proxy statement/prospectus, including in the section titled “Risk Factors,” provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Pubco, Kalera or Agrico in such forward-looking statements, including among other things:
the number and percentage of shareholders voting against the Business Combination Proposal and/or seeking Redemption;
conflicts of interest between Agrico, Kalera and/or Pubco and their respective directors, officers, employees, advisors and other stakeholders;
the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or a delay in the consummation of any of the transactions contemplated thereby;
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Kalera’s ability to satisfy the listing criteria of the Nasdaq and to maintain the listing of its securities on the Nasdaq following the Business Combination;
changes adversely affecting the vertical farming industry and the development of existing or new technologies;
the effect of the COVID-19 pandemic on Kalera’s business;
the ability of Agrico, Kalera and/or Pubco to obtain financing to address their respective liquidity, operating or capital expenditure needs or other financing objectives on favorable terms, if at all;
the potential restrictive terms, dilutive impact or other material adverse effects of the terms of any financing arrangements entered into by Agrico, Kalera and/or Pubco;
the outcome of any legal proceedings that may be instituted against Agrico, Kalera or Pubco following the announcement of the proposed Business Combination and transactions contemplated thereby;
the ability of the parties to recognize the benefits of the Business Combination;
lack of useful financial information for an accurate estimate of future capital expenditures;
possibility of continuing to incur losses for the foreseeable future;
potential delay in the completion of new facilities;
the competitiveness of the agriculture industry;
the difficulty of controlling customer perception of Kalera’s brand;
the limits that are imposed on Kalera by the amount of facilities in operation at a given time;
distribution agreements with third parties;
consolidation of customers or suppliers;
consumer preferences and spending habits;
the volatility of energy costs.
changes in applicable laws or regulations, including environmental and export control laws;
the ability to retain key employees;
Kalera’s business strategy and plans;
Kalera’s ability to target and retain customers and suppliers;
the failure to build Kalera’s finance infrastructure and improve its accounting systems and controls;
whether and when Kalera might pay dividends; and
the ability of Kalera to source its materials from an ethically and sustainably sourced supply chain.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus.
All forward-looking statements included herein attributable to any of Pubco, Agrico, Kalera or any person acting on such party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Pubco, Agrico and Kalera undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
Questions and Answers About the Proposals for Agrico Shareholders
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Agrico Shareholders. Shareholders should read this joint proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at the offices of _________ and virtually by visiting https://www.cstproxy.com/agricoacquisition/2022 at 10:00 a.m. Eastern Time on ____________, 2022. If you hold your shares through a bank, broker, or other nominee, you will need to take additional steps to participate in the meeting, as described in this joint proxy statement/prospectus.
Q.
Why am I receiving this joint proxy statement/ prospectus?
A.
Agrico and Kalera have agreed to a business combination under the terms of the Business Combination Agreement that is described in this joint proxy statement/prospectus. Pursuant to the Business Combination Agreement, (i) the First Merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco and Agrico will issue the Agrico Share Issuance and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the Second Merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as the surviving entity of the second merger and in this context Kalera will issue the Kalera Share Issuance, and (iii) immediately following the Second Merger and the Kalera Capital Reduction, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and the holders of the Kalera Options will receive options in the capital of Pubco, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of the Kalera Capital Reduction. As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco. See the section of this joint proxy statement/prospectus titled “The Business Combination Proposal” for more information on the Business Combination.
Agrico will hold an Extraordinary General Meeting (the “Agrico Special Meeting”) to consider matters relating to the proposed Business Combination. Agrico cannot complete the Business Combination unless the requisite number of Agrico Shareholders vote to adopt the Business Combination Agreement and approve the transactions contemplated thereby. Agrico is sending you this joint proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this document at the Agrico Special Meeting.
The Business Combination Agreement is attached to this joint proxy statement/prospectus as Annex A and is incorporated into this joint proxy statement/prospectus by reference. You are encouraged to read this joint proxy statement/prospectus, including the section titled “Risk Factors” and all the Annexes hereto.
This joint proxy statement/prospectus and its annexes contain important information about the proposed Business Combination, the First Merger and the other matters to be acted upon at the Agrico Special Meeting. You should read this joint proxy statement/prospectus and its annexes carefully and in their entirety.
Q.
What is being voted on at the Agrico Special Meeting?
A.
Agrico’s shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. See the section titled “The Business Combination Proposal.
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Agrico’s shareholders are also being asked to consider and vote upon a proposal to approve the adoption by Pubco of its Incentive Plan. See the section titled “The Incentive Plan Proposal.”
Agrico’s shareholders are also being asked to consider and vote upon a proposal to approve the merger of Agrico with a Cayman Islands entity in which Agrico will be the surviving entity and the related plan of merger. See the section titled “The First Merger Proposal.”
Agrico’s shareholders may also be asked to consider and vote upon a proposal to adjourn the Agrico Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Agrico Special Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of the Agrico Shares have elected to redeem an amount of Agrico Shares such that the minimum available cash condition to the Closing would not be satisfied. See the section titled “The Adjournment Proposal.”
Agrico will hold the Agrico Special Meeting to consider and vote upon these proposals. This joint proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Agrico Special Meeting. Shareholders should read it carefully.
The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this joint proxy statement/prospectus.
Q.
Why is Agrico proposing the Business Combination?
A.Agrico was incorporated to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.
Agrico completed its IPO of 14,375,000 Agrico Units on July 12, 2021, with each unit consisting of one ordinary share and one-half of one Agrico Public Warrant, with each whole Agrico Public Warrant entitling the holder to purchase one ordinary share at a price of $11.50, with such warrants becoming exercisable on the later of (i) the consummation of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination or, (ii) 12 months from the date of the closing of the Agrico IPO. The Agrico IPO included the sale of 1,875,000 Agrico Units to the underwriters via their over-allotment option. The Agrico IPO (including the overallotment option exercise) raised total gross proceeds of $143,750,000. Since the Agrico IPO, Agrico’s activity has been limited to an evaluation of potential business combination candidates.
Kalera S.A. is a public limited company (société anonyme) organized under the laws of Luxembourg which has been incorporated on 11 June 2021. Agrico believes that a business combination with Kalera S.A. will provide Agrico Shareholders with an opportunity to participate in a company with significant growth potential. See the section titled “Extraordinary General Meeting of Agrico Shareholders—Recommendation of the Agrico Board.
Q.
Why is Agrico providing shareholders with the opportunity to vote on the Business Combination?
A.
Under the Agrico Articles, Agrico must provide all holders of its Agrico Shares with the opportunity to have their Agrico Shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Agrico has elected to provide its shareholders with the opportunity to have their Agrico Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Agrico is seeking to obtain the approval of its shareholders of the Business Combination Proposal and Agrico Shareholders will be entitled to effectuate Redemptions in connection with the closing of the Business Combination (the “Closing”).
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Q.
Are the proposals conditioned on one another?
A.
Unless the Business Combination Proposal is approved, the Incentive Plan Proposal and the First Merger Proposal will not be presented to the shareholders of Agrico at the Agrico Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus. It is important for you to note that the Business Combination Proposal is conditioned on the approval of the other proposals. As such, in the event that any of the Business Combination Proposal, the Incentive Plan Proposal or the First Merger Proposal does not receive the requisite vote for approval, then Agrico will not consummate the Business Combination. If Agrico does not consummate the Business Combination and fails to complete an initial business combination within 12 months of the Agrico IPO (or up to 21 months if Agrico extends the period of time to consummate a business combination), Agrico will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to its Agrico Shareholders.
Q.
What will happen in the Business Combination?
A.
The Business Combination will be effected through several sequential transactions. Pursuant to the Business Combination Agreement, (i) the First Merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco and Agrico will issue the Agrico Share Issuance and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the Second Merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as the surviving entity of the second merger and in this context Kalera will issue the Kalera Share Issuance, and (iii) immediately following the Second Merger and the Kalera Capital Reduction, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and the holders of the Kalera Options will receive options in the capital of Pubco, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of the Kalera Capital Reduction. As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco. A copy of the Business Combination Agreement is attached to this joint proxy statement/prospectus as Annex A. For a description of Pubco’s organizational structure upon consummation of the Business Combination, please see “The Business Combination Proposal.”
14


Q.
What conditions must be satisfied to complete the Business Combination?
A.
There are a number of closing conditions to the Business Combination, including, but not limited to, the following:
the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Agrico’s shareholders;
the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Kalera’s shareholders;
the adoption of the 2022 Incentive Plan by Pubco;
no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement;
no pending litigation to enjoin or restrict the consummation of the Business Combination;
Upon the First Closing, after giving effect to the Redemption, Agrico having net tangible assets of at least $5,000,001;
the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part;
the approval of listing of Pubco Ordinary Shares and Pubco Warrants by Nasdaq;
the representations and warranties of each of Kalera and Agrico set forth in the Business Combination Agreement pursuant thereto shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those that address matters only as of a particular date (which shall have been true and correct in all material respects as of such particular date) and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality), individually or in the aggregate, would not have a material adverse effect on Kalera or Agrico, as applicable (provided that such limitation shall not apply with respect to representations and warranties provided by Kalera or Agrico, as applicable, regarding its capitalization and subsidiaries);
Pubco having entered into a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with the Depository Trust Company in respect of Pubco Ordinary Shares and Pubco Warrants, both of which are in full force and effect and enforceable in accordance with their terms;
15


Each of Kalera and Agrico shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the First and Second Closing Date; and
Since the date of the Business Combination Agreement, no material adverse effect shall have occurred with respect to Kalera or Agrico, as applicable, and their respective subsidiaries, taken as a whole, and be continuing.
For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “Business Combination Agreement—Conditions to Closing.”
Q.
Did the Agrico board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.
Agrico’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The officers and directors of Agrico have substantial experience in evaluating the operating and financial merits of companies within the agriculture industry and concluded that their experience and backgrounds enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Agrico’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, Agrico investors will be relying solely on the judgment of Agrico’s board of directors in valuing Kalera’s business and assuming the risk that the Agrico board of directors may not have properly valued such business. Investors are advised that Agrico’s ability to assess Kalera’s business’ management may have been limited due to a lack of time, resources or information and even though Agrico deems such assessment to be appropriate, there is a risk that it may have been incomplete. For additional description of these risks, please see the section titled “Risk Factors.”
Q.
How many votes do I have at the Agrico Special Meeting?
A.
Agrico Shareholders are entitled to one vote at the Agrico Special Meeting for each Agrico Ordinary Share held of record as of ________, 2022, the record date for the Agrico Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were 14,518,750 Agrico Class A ordinary shares and 3,593,750 Agrico Class B ordinary shares outstanding.
Q.
What vote is required to approve the proposals presented at the Agrico Special Meeting?
A.
The approval of each of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an “Ordinary Resolution” under Cayman Islands Law and the Agrico Articles, which is a resolution passed by a simple majority of the members as, being entitled to do so, vote in person or by proxy at the Agrico Special Meeting and includes a unanimous written resolution. The approval of the First Merger Proposal requires a “Special Resolution” under Cayman Islands Law and the Agrico Articles, which is a resolution passed by majority of at least two-thirds of such members as, being required to do so, vote in person or by proxy at the Agrico Special Meeting and includes a unanimous written resolution. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote at the Agrico Special Meeting will have no effect on any of the proposals. DJCAAC LLC has agreed with Kalera and Agrico to vote its shares in favor of the Business Combination Proposal. DJCAAC LLC has also separately agreed to vote its shares in favor of all other proposals being presented at the Agrico Special Meeting. As of the date of this joint proxy statement/prospectus, DJCAAC LLC beneficially owned an aggregate of 3,593,750 Agrico Ordinary Shares.
16


Q.
What constitutes a quorum at the Agrico Special Meeting?
A.
Holders of a majority of the Agrico Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy will be a quorum. If a quorum is not present within half an hour from the time appointed for the Agrico Special Meeting to commence, or if during the Agrico Special Meeting a quorum ceases to be present, the Agrico Special Meeting will stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as Agrico’s board of directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Agrico Shareholders present will be quorum. As of the Record Date, 8,984,376 Agrico Ordinary Shares would be required to achieve a quorum.
Q.
How do the insiders of Agrico intend to vote on the proposals?
A.
The Sponsor, DJCAAC LLC, beneficially owns and is entitled to vote an aggregate of approximately 20% of the outstanding Agrico Ordinary Shares. The Sponsor agreed with Kalera and Agrico to vote its securities in favor of the Business Combination Proposal and all other proposals being presented at the Agrico Special Meeting.
Q.
Do I have redemption rights?
A.
Pursuant to the Agrico Articles, holders of Agrico Shares may elect to have their Agrico Shares redeemed for cash at the applicable Redemption Price per share calculated in accordance with the Agrico Articles. As of the Record Date, based on funds in the Trust Account of approximately $___, this would have amounted to approximately $____ per Agrico Share. If a holder exercises its redemption rights, then such holder will be exchanging its shares for cash and will no longer own those shares. Such a holder will be entitled to receive cash for its shares only if it properly demands Redemption and delivers its share certificates (either physically or electronically) to the Transfer Agent prior to the Agrico Special Meeting and the consummation of the Business Combination. The Sponsor and Agrico’s directors and executive officers agreed, as part of the Agrico IPO and without any separate consideration provided by Agrico for such agreement, not to redeem any Agrico Shares held by them in connection with a shareholder vote to approve the proposed initial Business Combination. Accordingly, any Agrico Shares held by the Sponsor and Agrico’s directors and executive officers will be excluded from the pro rata calculation used to determine the per share redemption price. See the section titled “Extraordinary General Meeting of Agrico Shareholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Notwithstanding the foregoing, pursuant to the Agrico Articles, a holder of Agrico Shares together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Agrico Shares (the “Excess Shares”). However, such holders will not be restricted from voting all of their shares (including Excess Shares) for or against the Business Combination at the Agrico Special Meeting.
Q.
As long as I vote on the Business Combination, will how I vote affect my ability to exercise redemption rights?
A.
No. You may exercise your redemption rights whether you vote your Agrico Ordinary Shares “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this joint proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.
17


Q.
How do I exercise my redemption rights?
A.
If you are a holder of Agrico Shares and wish to exercise your redemption rights, you must demand that your shares are redeemed for cash no later than 5:00 p.m. Eastern Time on _________, 2022 (two (2) business days prior to the vote on the Business Combination Proposal) by (A) submitting your request in writing to Mark Zimkind of Continental Stock Transfer and Trust Company, at the address listed at the end of this section, and (B) delivering your share certificates (if any) and other redemption forms to the Transfer Agent physically or electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System. If you vote on the Business Combination Proposal, you may affirmatively vote either for or against the Business Combination Proposal without affecting your eligibility for exercising your redemption rights. Your vote on any proposal other than the Business Combination Proposal will not have any impact on your eligibility for exercising redemption rights. Any holder of Agrico Shares satisfying the requirements for exercising redemption rights set forth herein will be entitled to demand that its shares be redeemed for an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account calculated in accordance with the Agrico Articles (which was $___, or $10.20 per share, as of the Record Date). Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Agrico Shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.
If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically.
Any request for Redemption, once made by a holder of Agrico Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Agrico Special Meeting. If you deliver your shares for Redemption to the Transfer Agent and later decide prior to the Agrico Special Meeting not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.
No demand for Redemption will be honored unless the holder’s share certificates have been delivered (either physically or electronically) to the Transfer Agent no later than 5:00 p.m. Eastern Time on _________, 2022 (two (2) business days prior to the vote on the Business Combination Proposal).
If a holder of Agrico Shares properly makes a demand for Redemption as described above, then, if the Business Combination is consummated, such holder’s shares will be redeemed for an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account calculated in accordance with the Agrico Articles. If you exercise your redemption rights, then you will be exchanging your shares for cash and will no longer own those shares.
If the Business Combination is not approved or completed for any reason, Agrico Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for an amount equal to the applicable pro rata share of the Trust Account. In such case, the Transfer Agent will promptly return any Agrico Shares delivered by Agrico Shareholders and such holders may only share in the assets of the Trust Account upon the liquidation of Agrico. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith due to potential claims of creditors.
If you are a holder of Agrico Shares and you exercise your redemption rights, it will not result in the loss of any Agrico Warrants that you may hold. Your warrants will become exercisable to purchase one Pubco Ordinary Share in lieu of one ordinary share for each whole Agrico Warrant that you hold for a purchase price of $11.50 per share upon consummation of the Business Combination.
18


Q.
If I am a warrant holder, can I exercise redemption rights with respect to my warrants?
A.
No. The holders of Agrico Warrants have no redemption rights with respect to such securities.
Q.
If I am a holder of an Agrico Unit, can I exercise redemption rights with respect to my units?
A.
No. Holders of outstanding Agrico Units must separate the underlying Agrico Class A ordinary shares and Agrico Warrants prior to exercising redemption rights with respect to the Agrico Shares.
If you hold Agrico Units registered in your own name, you must deliver the certificate for such Agrico Units to Continental Stock Transfer and Trust Company, the Transfer Agent, with written instructions to separate such Agrico Units into Agrico Shares and Agrico Public Warrants. This must be completed far enough in advance to permit the mailing of the Agrico Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Agrico Shares from the Agrico Units. See the question “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer and Trust Company is listed under the question “Who can help answer any other questions I might have about the virtual Agrico Special Meeting?” below.
If a broker, dealer, commercial bank, trust company or other nominee holds your Agrico Units, you must instruct such nominee to separate your Agrico Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer and Trust Company, the Transfer Agent (“Continental”). Such written instructions must include the number of Agrico Units to be split and the nominee holding such Agrico Units. Your nominee must also initiate electronically, using Depository Trust Company’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Agrico Units and a deposit of an equal number of Agrico Shares and Agrico Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Agrico Shares from the Agrico Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Agrico Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
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Q.Do I have appraisal rights if I object to the proposed Business Combination?A.
Under Cayman Islands law, holders of Agrico Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Companies Act may have the right, under certain circumstances, to object to the First Merger and exercise appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their Agrico Ordinary Shares. These statutory appraisal rights are separate to the right of holders of Agrico Shares to elect to have their shares redeemed for cash at the applicable Redemption Price in accordance with the Agrico Articles, which are discussed above in the section titled “Do I have redemption rights?”.
It is possible that, if shareholders exercise their statutory dissenter rights, the fair value of the Agrico Ordinary Shares determined under Section 238 of the Cayman Companies Act could be more than, the same as, or less than shareholders would obtain if they exercise their redemption rights in accordance with the Agrico Articles as described herein. However, it is Agrico’s view that such fair market value would equal the amount which Agrico Shareholders would obtain if they exercise their redemption rights in accordance with the Agrico Articles as described herein. Shareholders need not vote against any of the proposals at the Agrico Special Meeting in order to exercise their statutory dissenter rights under the Cayman Companies Act.
Shareholders who do wish to exercise their statutory dissenter rights, if applicable, will be required to deliver notice to Agrico prior to the Agrico Special Meeting and follow the process prescribed in Section 238 of the Cayman Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to exercise their redemption rights in accordance with the Agrico Articles, which is discussed above in the section titled “How do I exercise my redemption rights?”.
At the First Merger Effective Time, those shares belonging to dissenting shareholders (“Dissenting Shares”) shall no longer be outstanding and shall automatically be cancelled and extinguished, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Companies Act or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Companies Act shall cease and such Agrico Ordinary Shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s Agrico Ordinary Shares shall thereupon be deemed to have been converted as of the First Merger Effective Time into the right to receive one Pubco Ordinary Share.
In the event that any holder of Agrico Ordinary Shares delivers notice of their intention to exercise Dissent Rights, Agrico shall have the right and may at its sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Act. In such circumstances where the exception under Section 239 of the Cayman Companies Act is invoked, no Dissent Rights shall be available to Agrico Shareholders, including those Agrico Shareholders who have delivered a written objection to the First Merger prior to the Agrico Special Meeting and followed the process prescribed in Section 238 of the Cayman Companies Act, and each such holder’s Agrico Ordinary Shares shall thereupon be deemed to have been converted as of the First Merger Effective Time into the right to receive one Pubco Ordinary Share. Accordingly, Agrico Shareholders are not expected to ultimately have any appraisal or Dissent Rights in respect of their Agrico Ordinary Shares in connection with the First Merger or Business Combination.
20


Q.
I am an Agrico Warrant holder. Why am I receiving this joint proxy statement/prospectus?
A.
As a holder of Agrico Warrants, upon consummation of the Business Combination, for each whole Agrico Warrant owned, you will be entitled to purchase one Pubco Ordinary Share in lieu of one Agrico Class A ordinary share at a purchase price of $11.50 per share. This joint proxy statement/prospectus includes important information about Pubco and the business of Pubco and its subsidiaries following the consummation of the Business Combination. Since holders of Agrico Warrants will become holders of Pubco Warrants and may become holders of Pubco Ordinary Shares upon consummation of the Business Combination, we urge you to read the information contained in this joint proxy statement/prospectus carefully. The Pubco Warrants will be exercisable upon thirty (30) days after the completion of the Business Combination.
Q.
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A.
A total of $146,625,000 was placed in the Trust Account immediately following the Agrico initial public offering and simultaneous private placement (including upon the exercise of the underwriters’ over-allotment option). After consummation of the Business Combination, the funds in the Trust Account will be released and used by Pubco to pay holders of the Agrico Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including fees of approximately $5,031,250 payable to Maxim as deferred underwriting compensation in respect of its role as underwriter in the Agrico IPO), for expenses related to prior proposed business combinations that were not consummated and for working capital and general corporate purposes of Pubco.
Q.
What happens if a substantial number of Agrico Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A.
Unlike some other blank check companies which require holders of their public shares to vote against a business combination in order to exercise their redemption rights, Agrico’s Shareholders may vote in favor of the Business Combination but still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Agrico Shareholders is substantially reduced as a result of Redemptions by Agrico Shareholders. However, the Business Combination will not be consummated if, either immediately prior to or upon the consummation of the Business Combination, Agrico would have less than at least $5,000,001 of net tangible assets after giving effect to the payment of amounts that will be required to be paid to redeeming shareholders upon consummation of the Business Combination or if Agrico and Pubco fail to meet the minimum cash condition set forth in the Business Combination Agreement (the “Minimum Cash Condition”). The Minimum Cash Condition is set at $100 million. Additionally, in the event of a substantial number of Redemptions resulting in fewer Pubco Ordinary Shares, the trading market for Pubco Ordinary Shares may be less liquid than the market for Agrico Class A ordinary shares was prior to the Business Combination and Pubco may not be able to meet the listing standards of Nasdaq or another national securities exchange, which is a condition to Closing. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into Kalera’s business will be reduced.
Q.
What happens if the Business Combination is not consummated?
A.
If Agrico does not complete the Business Combination with Kalera or another business combination by twelve months after the Agrico IPO (or 21 months if extended by Agrico), Agrico must redeem 100% of the outstanding Agrico Shares, at a per-share price, payable in cash, equal to the aggregate amount then held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding Agrico Shares (estimated to be approximately $10.20 per share as of the Record Date) and, following such redemption, Agrico will liquidate and dissolve.
Q.
When do you expect the Business Combination to be completed?
A.
It is currently anticipated that the Business Combination will be consummated promptly following the satisfaction of the applicable closing conditions, including receipt of the requisite shareholder approvals. For a description of the conditions for the completion of the Business Combination, see the sections titled “The Business Combination Proposal” and “The Business Combination Agreement—Conditions to Closing.”
21


Q.
What do I need to do now?
A.
Agrico urges you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of Agrico. Shareholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card.
Q.How do I vote?A.
If you are a shareholder of record of Agrico Ordinary Shares on the Record Date, you may vote online at the Agrico Special Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Agrico Special Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the Agrico Special Meeting and vote online, if you choose.
To vote online at the Agrico Special Meeting, follow the instructions below. To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Meeting, we will vote your shares as you direct.
To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.
To vote via the Internet, please go to https://www.cstproxy.com/agricoacquisition/2022 and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.
Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on ______, 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Agrico Special Meeting or attend the virtual Agrico Special Meeting to vote your shares online.
If you plan to vote at the Agrico Special Meeting, you will need to contact Continental at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of common stock you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.
After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to Continental by telephone at 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on _________, 2022.
You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Meeting prior to the start time leaving ample time for the check in.
If you are a shareholder of record as of the Record Date for the Agrico Special Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the virtual Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.
If your shares are held in street name, and you would like to join and not vote Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.
22


Q.
Who can help answer any other questions I might have about the virtual Agrico Special Meeting?
A.
If you have any questions concerning the Agrico Special Meeting (including accessing the meeting by virtual means) or need help voting your Agrico Shares, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.
The Notice of Special Meeting, Proxy Statement and form of Proxy Card are available at: https://www.cstproxy.com/agricoacquisition/2022.
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.
Q.
May I change my vote after I have mailed my signed proxy card?
A.
Yes. You may change your vote at any time before your proxy is voted at the Agrico Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by voting again via the Internet, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Agrico Special Meeting. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call: (203) 658-9400)
Email: RICO.info@investor.morrowsodali.com
Unless revoked, a proxy will be voted at the Agrico Special Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the proposals.
Q.
What happens if I fail to take any action with respect to the Agrico Special Meeting?
A.
If you fail to take any action with respect to the Agrico Special Meeting and the Business Combination is approved by shareholders and consummated, you will become a security holder of Pubco. If you fail to take any action with respect to the Agrico Special Meeting and the Business Combination is not approved, you will continue to be a security holder of Agrico.
Q.
What should I do with my share and/or warrants certificates?
A.
Agrico Warrant holders should not submit their warrant certificates now and those Agrico Shareholders who do not wish exercise their redemption rights should not submit their share certificates now. After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to Agrico security holders regarding the exchange of their Agrico securities for Pubco securities. Agrico Shareholders who exercise their redemption rights must deliver their share certificates to the Transfer Agent (either physically or electronically) at least two (2) business days prior to the vote at the Agrico Special Meeting. See the question “How do I exercise my redemption rights?” above.
23


Q.
What should I do if I receive more than one set of voting materials?
A.
Shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Agrico Ordinary Shares.
Q.
Who can help answer my questions?
A.
If you are a shareholder and have questions about the proposals or if you need additional copies of the enclosed proxy card, you should contact Agrico’s proxy solicitor at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call: (203) 658-9400)
Email: RICO.info@investor.morrowsodali.com
You may also obtain additional information about Agrico from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”
If you are a holder of Agrico Shares and you intend to seek Redemption of your shares, you will need to deliver your shares (either physically or electronically) to the Transfer Agent at the address below at least two (2) business days prior to the vote at the Agrico Special Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
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Questions and Answers About the Proposals for Kalera Shareholders
Q.
Why am I receiving this joint proxy statement/ prospectus?
A.
Agrico and Kalera have agreed to a business combination under the terms of the Business Combination Agreement that is described in this joint proxy statement/prospectus. Pursuant to the Business Combination Agreement, (i) the First Merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco and Agrico will issue the Agrico Share Issuance and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the Second Merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as the surviving entity of the second merger and in this context Kalera will proceed with the Kalera Share Issuance, and (iii) immediately following the Second Merger and the Kalera Capital Reduction, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and the holders of the Kalera Options will receive options in the capital of Pubco, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of the Kalera Capital Reduction. As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco. See the section of this joint proxy statement/prospectus titled “The Business Combination Proposal” for more information on the Business Combination.
Kalera will hold a shareholder meeting (the “Kalera Shareholder Meeting”) to consider matters relating to the proposed Business Combination in accordance with majority and quorum requirements under the Luxembourg Company Law. Kalera cannot complete the Business Combination unless the requisite number of Kalera shareholders and Agrico Shareholders vote to adopt the Business Combination Agreement and approve the transactions contemplated thereby. Kalera is sending you this joint proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this document at the Kalera Shareholder Meeting.
This joint proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Kalera Shareholder Meeting. You should read this joint proxy statement/prospectus and its annexes carefully and in their entirety.
Q.
What is being voted on at the Kalera Shareholder Meeting?
A.
Kalera’s shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. See the section titled “The Business Combination Proposal.
Kalera’s shareholders are also being asked to consider and vote upon a proposal to approve the adoption by Pubco of its Incentive Plan. See the section titled “Incentive Plan Proposal.”
Kalera’s shareholders are also being asked to consider and vote upon a proposal to approve the Second Merger. See the section titled “The Second Merger Proposal.”
Kalera’s shareholders are also being asked to consider and vote upon a proposal to approve the Kalera Capital Reduction. See the section titled “The Kalera Capital Reduction Proposal.” Kalera will hold the Kalera Shareholder Meeting to consider and vote upon these proposals. This joint proxy statement/prospectus contains important information about the proposed Resolutions and the other matters to be acted upon at the Kalera Shareholder Meeting. Shareholders should read it carefully.
The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this joint proxy statement/prospectus.
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Q.
Why is Kalera proposing the Business Combination?
A.
Kalera believes that a business combination with Agrico is in the best interests of Kalera shareholders. See the section titled “The Business Combination Proposal.”
Q.
Are the proposals conditioned on one another?
A.
Under the Business Combination Agreement, approval of each of the Business Combination Proposal, the Second Merger and the Kalera Capital Reduction by Kalera’s shareholders are conditions to the consummation of the Business Combination. The Second Merger and the Kalera Capital Reduction are conditioned on the approval of each other. As such, in the event that any of the Second Merger and the Kalera Capital Reduction do not receive the requisite vote for approval, then Kalera will not consummate the Business Combination.
Q.
What will happen in the Business Combination?
A.
The Business Combination will be effected through several sequential transactions. Pursuant to the Business Combination Agreement, (i) the First Merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco and Agrico will issue the Agrico Share Issuance and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of Agrico Warrants will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the Second Merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as the surviving entity of the second merger and in this context Kalera will issue the Kalera Share Issuance, and (iii) immediately following the Second Merger and the Kalera Capital Reduction, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and the holders of the Kalera Options will receive options in the capital of Pubco, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of the Kalera Capital Reduction. As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco. A copy of the Business Combination Agreement is attached to this joint proxy statement/prospectus as Annex A. For a description of Pubco’s organizational structure upon consummation of the Business Combination, please see “The Business Combination Proposal.”
Q.
What conditions must be satisfied to complete the Business Combination?
A.
There are a number of closing conditions to the Business Combination, including, but not limited to, the following:
the approval of the Business Combination Agreement and the Incentive Plan Proposal and the transactions contemplated thereby and related matters by the requisite vote of Agrico’s shareholders;
the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Kalera’s shareholders;
the adoption of the 2022 Incentive Plan by Pubco;
no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement;
no pending litigation to enjoin or restrict the consummation of the Business Combination;
Upon the First Closing, after giving effect to the Redemption, Agrico having net tangible assets of at least $5,000,001;
the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part;
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the approval of listing of Pubco Ordinary Shares and Pubco Warrants by Nasdaq;
the representations and warranties of each of Kalera and Agrico set forth in the Business Combination Agreement pursuant thereto shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those that address matters only as of a particular date (which shall have been true and correct in all material respects as of such particular date) and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality), individually or in the aggregate, would not have a material adverse effect on Kalera or Agrico, as applicable (provided that such limitation shall not apply with respect to representations and warranties provided by Kalera or Agrico, as applicable, regarding its capitalization and subsidiaries);
Pubco having entered into a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with the Depository Trust Company in respect of Pubco Ordinary Shares and Pubco Warrants, both of which are in full force and effect and enforceable in accordance with their terms;
Each of Kalera and Agrico shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the First and Second Closing Date; and
Since the date of the Business Combination Agreement, no material adverse effect shall have occurred with respect to Kalera or Agrico, as applicable, and their respective subsidiaries, taken as a whole, and be continuing.
For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the sections titled “Business Combination Proposal” and “The Business Combination Agreement.”
Q.
Did the Kalera board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.
Kalera’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, Kalera investors will be relying solely on the judgment of Kalera’s board of directors in valuing Kalera’s business and assuming the risk that the Kalera board of directors may not have properly valued such business. For additional description of these risks, please see the section titled “Risk Factors.”
Q.
How many votes do I have at the Kalera Special Meeting?
A.
Kalera shareholders are entitled to one vote at the Kalera Shareholder Meeting for each Kalera Share held of record as of May 6, 2022, it being specified that said votes will need to be cast by means of the proxy and voting card. As of the close of business on the Kalera Record Date.
Q.
What vote is required to approve the proposals presented at the Kalera Shareholder Meeting?
A.
The approval of each of the Business Combination Proposal and the Incentive Plan Proposal shall be adopted at a simple majority of the votes validly cast regardless of the portion of capital represented. Abstentions and nil votes shall not be taken into account.
The approval of each of the Second Merger and the Kalera Capital Reduction shall take place before a notary in the Grand Duchy of Luxembourg and require the approval of at least two-thirds of the votes being validly cast at the Kalera Shareholder Meeting at which a quorum of more than half of Kalera Shares is present or represented.
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Q.
What constitutes a quorum at the Kalera Shareholder Meeting?
A.
There is no quorum requirement concerning the approval by the Kalera Shareholder Meeting of each of the Business Combination Proposal and the Incentive Plan Proposal.
The approval of each of the Second Merger and the Kalera Capital Reduction shall take place before a notary in the Grand Duchy of Luxembourg and require a quorum of more than half of Kalera Shares is present or represented. As of the Kalera Record Date, 50% Kalera Shares would be required to achieve a quorum.
Q.
How do directors, officers and certain other shareholders of Kalera intend to vote on the proposals?
A.
The officers and directors and certain other shareholders of Kalera beneficially own and are entitled to vote an aggregate of approximately 45% of the outstanding Kalera Shares. These parties have each agreed to vote their securities in favor of the Business Combination Proposal and all other proposals being presented at the Kalera Shareholder Meeting.
Q.
Do I have appraisal rights if I object to the proposed Business Combination?
A.Once the Resolutions at the Kalera Shareholder Meeting have been validly passed by the required majority, there are no different treatment rights for minority shareholders and the passed resolutions can thus be considered as effective and enforceable once resolved upon.
Q.
When do you expect the Business Combination to be completed?
It is currently anticipated that the Business Combination will be consummated promptly following the satisfaction of the applicable closing conditions, including receipt of the requisite shareholder approvals. For a description of the conditions for the completion of the Business Combination, see the section titled “The Business Combination Agreement—Closing Conditions.”
Q.
What do I need to do now?
A.
Kalera urges you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder of Kalera. Shareholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy and voting card.
Q.How do I vote?A.
If you are a holder of record of Kalera Shares on the Kalera Record Date, you may vote at the Kalera Shareholder Meeting by submitting a proxy for the Kalera Shareholder Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy and voting card.
If your shares are held in an account at a brokerage firm or bank (i.e. in street name), and unless otherwise specified in the relevant convening notice, you may either instruct your broker or bank on how to vote your shares or use the proxy and voting card as instructed by Kalera, together in the latter case with a share certificate certifying the number of shares recorded in the relevant account on the Kalera Record Date.
In both cases, virtual participation will be for information and Q&A purposes only.
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q.
May I change my vote after I have mailed my signed proxy card?
A.
Yes. Shareholders may send a later-dated, signed proxy and voting card to Kalera at 15, boulevard Roosevelt, L-2450 Luxembourg, Grand Duchy of Luxembourg so that it is received by Kalera no later than 10:00 a.m. Eastern Time, on ______________, 2022 being five (5) calendar days before the time appointed for the holding of the Kalera Shareholder Meeting. Any amended proxy card received after the specified cut off time will be disregarded.
Shareholders also may revoke their proxy by sending a notice of revocation to Kalera at 15, boulevard Roosevelt, L-2450 Luxembourg, Grand Duchy of Luxembourg, which must be received no later than 10:00 a.m. Eastern Time, on ______________. 2022 being three (3) business days before the time appointed for the holding of the Kalera Shareholder Meeting.
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Q.
What happens if I fail to take any action with respect to the Kalera Shareholder Meeting?
A.
If you fail to take any action with respect to the Kalera Shareholder Meeting and the Resolutions at the Kalera Shareholder Meeting are validly approved by shareholders and consummated, you will become a security holder of Pubco. If you fail to take any action with respect to the Kalera Shareholder Meeting and the Resolutions are not approved, you will continue to be a security holder of Kalera.
Q.
What should I do if I receive more than one set of voting materials?
A.
Shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy and voting cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction and proxies for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive as instructed more than one voting card and proxy. Please complete, sign, date and return each proxy and voting cards that you receive in order to cast a vote with respect to all of your Kalera Shares.
Q.
Who can help answer my questions?
A.
If you are a shareholder and need additional copies of the joint proxy statement/prospectus or the enclosed proxy card or have any questions about how to vote or direct a vote in respect of your Kalera Shares you should contact Eric Birge at ir@kalera.com or (313) 309-9500.
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SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this joint proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Agrico Special Meeting and Kalera Shareholder Meeting, as applicable, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this joint proxy statement/prospectus, and incorporated by reference into this joint proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this joint proxy statement/prospectus in the section titled “The Business Combination Agreement.” For a discussion summarizing the U.S. federal income tax considerations of the Business Combination, see the section titled “Certain Material U.S. Tax Consequences.”
The Parties
Agrico
Agrico is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Agrico was incorporated under the laws of the Cayman Islands on July 31, 2020.
On July 12, 2021, Agrico closed its IPO of 14,375,000 Agrico Units, with each Agrico Unit consisting of one Agrico Share and one half of one Agrico Public Warrant to purchase one ordinary share at a purchase price of $11.50. The issuance included the sale of 1,875,000 Agrico Units which were subject to an over-allotment option granted to the underwriters of the Agrico IPO. The Agrico Units from the Agrico IPO (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $143,750,000. Simultaneously with the consummation of the Agrico IPO and the exercise of the underwriters’ over-allotment option, Agrico consummated the private sale of 7,250,000 warrants to DJCAAC LLC and Maxim, in each case at $1.00 per warrant for an aggregate purchase price of $7,250,000 (with DJCAAC LLC purchasing 6,171,875 warrants and Maxim purchasing 1,078,125 warrants). In connection with the closing of the IPO, the Company issued to Maxim 143,750 Class A ordinary shares. A total of $146,625,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Agrico IPO was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-255426) that became effective on July 7, 2021. As of the Record Date, there was approximately $___ held in the Trust Account.
After consummation of the Business Combination, the funds in the Trust Account will be used by Pubco to pay Agrico Shareholders who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Kalera (including fees of an aggregate of approximately $5,031,250 deferred fees from the Agrico IPO to certain underwriters and finders to be paid in connection with the closing of the Business Combination), and to repay any loans owed by Agrico to Sponsor. Any remaining funds will be used for working capital and general corporate purposes of Pubco and/or Kalera.
Agrico Units, Agrico Shares and Agrico Public Warrants are listed on Nasdaq under the symbols “RICOU,” “RICO” and “RICOW,” respectively.
Agrico currently maintains its principal executive offices at Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands. After the consummation of the Business Combination, Agrico will become a wholly owned subsidiary of Pubco.
Pubco
Pubco was incorporated under the laws of Ireland as a private limited company, for purposes of a business combination. Pubco was re-registered as an Irish public limited company on March 29, 2022 and changed its name
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to “Kalera Public Limited Company” on April 4, 2022. Pubco owns no material assets and does not operate any businesses.
Kalera
Kalera is a leading vertical farming company. We utilize proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. In contrast to produce that requires costly and extended long-haul supply chains, our leafy greens are delivered within hours of harvesting, always fresh, and maintain a longer shelf life. Our high-yield, automated, data-driven hydroponic production facilities have been designed for rapid roll-out with attractive unit economics to grow leafy greens faster, cleaner and in a manner that is better for the environment than traditional farming. Given our cost-efficient production process from seed to harvest and capital discipline, we are able to sell our “better than organic” produce at competitive prices. With our mission to serve humanity, wherever we are, fresh, safe, sustainable and affordable nourishment, we aim to become a global leader in controlled-environment agriculture (“CEA”) for leafy greens addressing an expanding $50 billion addressable market opportunity for vertical farming products.
The mailing address of Kalera’s principal executive offices are 7455 Emerald Dunes Dr., Suite 2100, Orlando Florida 32822, and its phone number is. +1 (407) 574-8204. Kalera’s corporate website address is https://www.kalera.com. Kalera’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this joint proxy statement/prospectus.
The Business Combination Proposal
The approval of the Kalera and Agrico Shareholders are each being sought in respect of the Business Combination disclosed in this joint proxy statement/prospectus. See the section titled “The Business Combination Proposal.”
The Incentive Plan Proposal
The approval of the Kalera and Agrico Shareholders are each being sought in respect of the 2022 Incentive Plan that Pubco plans to adopt upon closing of the Business Combination. See the section titled “The Incentive Plan Proposal.”
The Second Merger Proposal
The approval of the Kalera Shareholders is being sought in respect of the Second Merger to be consummated in connection with the Business Combination. See the section titled “The Second Merger Proposal.”
The Kalera Capital Reduction
The approval of the Kalera Shareholders is being sought in respect of the Kalera Capital Reduction to be consummated in connection with the Business Combination. See the section titled “The Kalera Capital Reduction Proposal.”
The First Merger Proposal
The approval of the Agrico Shareholders is being sought in respect of the First Merger to be consummated in connection with the Business Combination. See the section titled “The First Merger Proposal.”
The Adjournment Proposal
The approval of the Agrico Shareholders is being sought in respect of any adjournment of the Agrico Special Meeting that may be required in order to solicit the requisite votes needed to approve the Business Combination. See the section titled “The Adjournment Proposal.”
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Agrico Special Meeting
DJCAAC LLC
As of the Record Date, DJCAAC LLC (through certain funds and/or separate accounts managed by DJCAAC LLC) beneficially owned and is entitled to vote an aggregate of 3,593,750 shares of Agrico. Such shares constitute approximately 20% of the outstanding Agrico shares.
DJCAAC LLC has agreed to vote its shares in favor of the Business Combination Proposal and all other proposals being presented at the Agrico Special Meeting.
Date, Time and Place of Agrico Special Meeting
The Agrico Special Meeting will be held on ____________, 2022 at 10:00 a.m., Eastern Time at the offices of ____________ and virtually, via live audio cast, at https://www.cstproxy.com/agricoacquisition/2022, or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our shareholders, we encourage shareholders to attend the Agrico Special Meeting virtually. The Agrico Special Meeting is being held to consider and vote upon the Business Combination Proposal, the Incentive Plan Proposal, the First Merger Proposal and, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Agrico Special Meeting, there are not sufficient votes to authorize Agrico to consummate the Business Combination and each other matter to be considered at the Agrico Special Meeting or if holders of the Agrico Shares have elected to redeem an amount of Agrico Shares such that the Minimum Cash Condition would not be satisfied.
Voting Power; Record Date
Agrico Shareholders will be entitled to vote or direct votes to be cast at the Agrico Special Meeting if they owned Agrico Ordinary Shares at the close of business on __________, 2022, which is the Agrico Record Date for the Agrico Special Meeting. Voting on all resolutions at the Agrico Special Meeting will be conducted by way of a poll vote. Shareholders will have one vote for each Agrico Ordinary Share owned at the close of business on the Agrico Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Agrico Warrants do not have voting rights until such Agrico Warrants are exercised. On the Agrico Record Date, there were _____ Agrico Ordinary Shares outstanding.
Quorum and Vote of Agrico Shareholders
A quorum of Agrico Shareholders is necessary to hold a valid meeting. A quorum will be present at the Agrico Special Meeting if there is present at the Agrico Special Meeting holders of a majority of the shares of Agrico being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. Abstentions and Broker Non-Votes will be counted towards determining the presence of a quorum for the transaction of business at the Agrico Special Meeting but will not be treated as votes cast and will, therefore, not affect the outcome of the vote on the Business Combination Proposal, the Incentive Plan Proposal, the First Merger Proposal and the Adjournment Proposal (if presented). As at the Record Date, the Agrico Initial Shareholder, DJCAAC LLC, held 20% of the outstanding Agrico Ordinary Shares. Such shares, as well as any Agrico Shares acquired in the aftermarket by the Agrico Initial Shareholders and DJCAAC LLC, will be voted in favor of the proposals presented at the Agrico Special Meeting. The proposals presented at the Agrico Special Meeting will require the following votes:
The approval of the Business Combination Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law and pursuant to the Agrico Articles.
The approval of the Incentive Plan Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law and pursuant to the Agrico Articles.
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The approval of the First Merger Proposal will require a “Special Resolution” as a matter of Cayman Islands law and pursuant to the Agrico Articles.
The approval of the Adjournment Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law and pursuant to the Agrico Articles.
The approval of each of the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an “Ordinary Resolution” under Cayman Islands law and the Agrico Articles, which is a resolution passed by a simple majority of the members as, being entitled to do so, vote in person or by proxy at the Agrico Special Meeting includes a unanimous written resolution. The approval of the First Merger Proposal requires a “Special Resolution” under Cayman Islands law and the Agrico Articles, which is a resolution passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at the Agrico Special Meeting and includes a unanimous written resolution. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote at the Agrico Special Meeting will have no effect on any of the proposals.
Under the Business Combination Agreement, the approval of each of the Business Combination Proposal, the Incentive Plan Proposal and the First Merger Proposal is a condition to the consummation of the Business Combination. The Incentive Plan Proposal and the First Merger Proposal will not be submitted for shareholder vote at the Agrico Special Meeting if the Business Combination Proposal is not approved. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus.
Redemption Rights of Agrico Shareholders
Pursuant to Agrico’s Articles, a holder of Agrico Shares may demand that Agrico redeem such shares for cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding Agrico Shares. As of the Agrico Record Date, this would amount to $__________ per Agrico Share.
Holders of Agrico Shares will be entitled to receive cash for their shares only if they affirmatively demand that their shares are redeemed no later than 5:00 p.m. Eastern Time on __________, 2022 (two (2) business days prior to the vote at the Agrico Special Meeting). The request must be signed by the applicable shareholder in order to validly request redemption. A shareholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of the shares to be redeemed and must be sent to Continental at the following address:
Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
You must tender the Agrico Shares which you are electing redemption at least two (2) business days before the Meeting by either:
Delivering certificates representing your Agrico Shares to Continental, or
Delivering your Agrico Shares electronically through the DWAC (Deposit/Withdrawal At Custodian) system.
Any corrected or changed written demand of redemption rights must be received by Continental at least two (2) business days before the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two (2) business days prior to the vote at the Meeting.
Public shareholders may seek to have their shares redeemed whether or not they vote for or against the Business Combination and whether or not they are holders of Agrico Shares as of the Record Date. Any public shareholder
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who holds shares of Agrico on or before _______ 2022 (at least two (2) business days before the Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.
In connection with tendering your Agrico Shares for redemption, you must elect either to physically tender your share certificates (if any) and other redemption forms to Continental or deliver your shares to Continental electronically using DTC’s DWAC system, in each case, at least two (2) business days before the Meeting.
If you wish to tender through the DWAC system, please contact your broker and request delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and Continental will need to act together to facilitate this request. It is Agrico’s understanding that shareholders should generally allot at least two (2) weeks to obtain physical certificates from Continental. Agrico does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
In the event that a shareholder tenders its Agrico Shares and decides prior to the consummation of the Business Combination that it does not want to redeem its shares, the shareholder may withdraw the tender. In the event that a shareholder tenders its shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Business Combination will not be consummated. Agrico anticipates that a shareholder who tenders shares of for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.
If properly demanded by Agrico’s public shareholders, Agrico will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. As of the Record Date, this would amount to approximately $10.20 per share. If you exercise your redemption rights, you will be exchanging your shares for cash and will no longer own the Agrico Shares.
Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the Agrico Shares.
If too many public shareholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.
Holders of Agrico Warrants will not have redemption rights with respect to such securities.
Statutory Appraisal Rights under the Companies Act of the Cayman Islands
Holders of Agrico Units and Agrico Warrants do not have appraisal rights in respect to their Agrico Units and Agrico Warrants in connection with the Business Combination under the Cayman Companies Act.
Holders of Agrico Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Companies Act may have the right, under certain circumstances, to object to the First Merger and exercise statutory appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their Agrico Ordinary Shares. These statutory appraisal rights are separate to the right of holders of Agrico Shares to elect to have their shares redeemed for cash at the applicable Redemption Price in accordance with the Agrico Articles. It is possible that, if Agrico Shareholders exercise their statutory dissenter rights, the fair value of the Agrico Ordinary Shares determined under Section 238 of the Cayman Companies Act could be more than, the same as, or less than shareholders would obtain if they exercise their redemption rights as described herein. However, it is Agrico’s view that such fair market value would equal the amount which Agrico Shareholders would obtain if they exercise their redemption rights as
34


described herein. Shareholders need not vote against any of the proposals at the Agrico Special Meeting in order to exercise their statutory dissenter rights under the Cayman Companies Act.
Shareholders who do wish to exercise dissenter rights, if applicable, will be required to deliver notice to Agrico prior to the Agrico Special Meeting and follow the process prescribed in Section 238 of the Cayman Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to exercise their redemption rights in accordance with the Agrico Articles.
At the First Merger Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and extinguished, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Companies Act or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Companies Act shall cease and such Agrico Ordinary Shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s Agrico Ordinary Shares shall thereupon be deemed to have been converted as of the First Merger Effective Time into the right to receive one Pubco Ordinary Share.
In the event that any holder of Agrico Ordinary Shares delivers notice of their intention to exercise Dissent Rights, if any, Agrico shall have the right and may at its sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Act. In such circumstances where the exception under Section 239 of the Cayman Companies Act is invoked, no Dissent Rights shall be available to Agrico Shareholders, including those Agrico Shareholders who have delivered a written objection to the First Merger prior to the Agrico Special Meeting and followed the process prescribed in Section 238 of the Cayman Companies Act, and each such holder’s Agrico Ordinary Shares shall thereupon be deemed to have been converted as of the First Merger Effective Time into the right to receive one Pubco Ordinary Share. Accordingly, Agrico Shareholders are not expected to ultimately have any appraisal or dissent rights in respect of their Agrico Ordinary Shares in connection with the First Merger or Business Combination.
Proxy Solicitation of Agrico Shareholders
Proxies may be solicited by mail, telephone or in person. Agrico has engaged Morrow Sodali LLC to assist in the solicitation of proxies.
Appointment of a proxy does not preclude a shareholder from attending and voting its shares at the Agrico Special Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section titled “Extraordinary General Meeting of Agrico Shareholders—Revoking Your Proxy”.
Interests of Agrico Directors and Officers in the Business Combination
When you consider the recommendation of the Agrico board of directors in favor of approval of the Business Combination Proposal and other matters to be considered at the Agrico Special Meeting, you should keep in mind that the Agrico Initial Shareholders, including Agrico’s directors and executive officers and DJCAAC LLC, have interests in such proposal that are different from, or in addition to, your interests as a holder of Agrico Shares or Agrico Public Warrants. These interests include, among other things:
The Sponsor and Agrico’s directors and executive officers agreed, as part of the Agrico IPO and without any separate consideration provided by Agrico for such agreement, not to redeem any Agrico Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination.

35


If the Business Combination with Kalera or another business combination is not consummated by 12 months after the Agrico IPO (or 21 months after the Agrico IPO, if the timeframe is extended by Agrico), Agrico will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Agrico Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. The Agrico Initial Shareholders currently hold 3,593,750 Founder Shares. In the event of dissolution or liquidation, all 3,593,750 Founder Shares which were acquired for an aggregate purchase price of $25,000 prior to the Agrico IPO, would be worthless because the Agrico Initial Shareholders are not entitled to participate in any redemption or liquidation of the Trust Account with respect to Founder Shares. The aggregate market value of Agrico Ordinary Shares held by the Agrico Initial Shareholders was $___ based upon the closing price of $___ per share on Nasdaq on the Agrico Record Date.
The Agrico Initial Shareholders purchased an aggregate of 6,171,875 private warrants from Agrico for an aggregate purchase price of $6,171,875 (or $1.00 per warrant) and Maxim purchased an aggregate of 1,078,125 private warrants from Agrico for an aggregate purchase price of $1,078,125 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Agrico IPO. Such warrants had an aggregate market value of $___ based upon the closing price of $___ per warrant on Nasdaq on the Record Date. These Agrico Warrants will become worthless if Agrico does not consummate a business combination by July 12, 2022 (or later date extended by Agrico) (as will the Agrico Warrants held by Agrico Shareholders).
The total market value of the current equity ownership of Agrico’s officers and directors in Agrico Ordinary Shares and warrants, based on the closing price of $___ per ordinary share and $___ per warrant on Nasdaq as of the Record Date is approximately $___.
The Business Combination Agreement provides that one current director of Agrico will be a director of Pubco after the closing of the Business Combination. As such, in the future such individual may receive compensation for serving as a director of Pubco, which may include cash fees and/or equity-based compensation, as determined by the Pubco board of directors.
If Agrico is unable to complete a business combination within the required time period, Agrico’s Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Agrico for services rendered or contracted for or products sold to Agrico, but only if such a vendor or target business has not executed a waiver of access to such funds.
The Agrico Initial Shareholders, including Agrico’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on behalf of Agrico, such as identifying and investigating possible business targets and business combinations. As of March 31, 2022, an aggregate amount of approximately $208,046.14 had been incurred or accrued in respect of such expense reimbursement obligation. Agrico expects additional amounts not to exceed $75,000 to be incurred or accrued through the consummation of the Business Combination. However, if Agrico fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Agrico may not be able to reimburse these expenses if the Business Combination with Kalera or another business combination is not completed by July 12, 2022 (or such later date as may be agreed by the Agrico Shareholders). As of the date of this joint proxy statement/prospectus, there are no unpaid reimbursable expenses.
The Sponsor may make working capital loans to Agrico, up to $1,500,000 of which loans may be converted into warrants, at the price of $1.00 per warrant at the option of the Sponsor. Agrico may use a portion of working capital held outside the Trust Account to repay such loaned amounts to the Sponsor or its affiliates in relation to the Business Combination. As of March 31, 2021 and December 31, 2020, Agrico had no borrowings under the working capital loans.
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In light of the foregoing, the Sponsor and Agrico’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Kalera rather than liquidate even if (i) Kalera is a less favorable target company or (ii) the terms of the Business Combination are less favorable to shareholders. As a result, our Sponsor and directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other shareholders. Further, the Sponsor and Agrico’s directors and executive officers who hold founder shares or private warrants may receive a positive return on their investment(s), even if Agrico’s public shareholders experience a negative return on their investment after consummation of the Business Combination.
These interests may influence Agrico’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.
At any time prior to the Agrico Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Agrico or its securities, the Agrico Initial Shareholders or Kalera’s shareholders and/or their respective affiliates, may purchase Agrico Ordinary Shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such Agrico Ordinary Shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Agrico Ordinary Shares or vote their Agrico Ordinary Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfying the requirement that the holders of the requisite majority of all of the outstanding Agrico Ordinary Shares entitled to vote at the Agrico Special Meeting to approve the Business Combination Proposal vote in its favor and that Agrico have in excess of the required amount to consummate the Business Combination under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this joint proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Agrico Initial Shareholders for nominal value.
Entering into any such arrangements may have a depressive effect on Agrico Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Agrico Special Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the Agrico Special Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Agrico will have in excess of the required amount of cash available to consummate the Business Combination as described above.
As of the date of this joint proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Agrico will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Recommendation to Agrico Shareholders
Agrico’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Agrico Special Meeting are fair to and in the best interest of Agrico and Agrico’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Incentive Plan Proposal, “FOR” the First Merger Proposal and “FOR” the Adjournment Proposal, if presented.
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Kalera Shareholder Meeting
Date, Time and Place of Kalera Shareholder Meeting
The Kalera Shareholder Meeting will be held at 10:00 a.m., Eastern Time, on __________, 2022, to consider and vote upon the Business Combination Proposal, the Incentive Plan Proposal, the Second Merger Proposal and the Kalera Capital Reduction Proposal.
Voting Power; Record Date
Kalera Shareholders will be entitled to vote or direct votes to be cast at the Kalera Shareholder Meeting if they owned Kalera Shares at the close of business on __________, 2022, which is the Kalera Record Date for the Kalera Shareholder Meeting. Voting on all resolutions at the Kalera Shareholder Meeting will be conducted by way of a poll based on the proxy and voting cards received. Shareholders will have one vote for each Kalera Share owned at the close of business on the Kalera Record Date.
Quorum and Vote of Kalera Shareholders
As at the Kalera Record Date, the Kalera Shareholders held __________% of the outstanding Kalera Shares. Such shares, as well as any Kalera Shares acquired in the aftermarket by the Kalera Shareholders will be voted in favor of the proposals presented at the Kalera Shareholder Meeting. The proposals presented at the Kalera Shareholder Meeting will require the following votes:
The approval of the Business Combination Proposal has no quorum requirement and shall be adopted at a simple majority of the votes validly cast regardless of the portion of capital represented as a matter of Luxembourg law and pursuant to the Kalera Articles.
The approval of the Incentive Plan Proposal has no quorum requirement and shall be adopted at a simple majority of the votes validly cast regardless of the portion of capital represented as a matter of Luxembourg law and pursuant to the Kalera Articles.
The approval of the Second Merger shall take place before a notary in the Grand Duchy of Luxembourg and will require approval of at least two-thirds of the votes being validly cast at the Shareholder Meeting at which a quorum of more than half of Kalera Shares is present or represented as a matter of Luxembourg law and pursuant to the Kalera Articles.
The approval of the Kalera Capital Reduction shall take place before a notary in the Grand Duchy of Luxembourg and will require for approval of at least two-thirds of the votes being validly cast at the Shareholder Meeting at which a quorum of more than half of Kalera Shares is present or represented as a matter of Luxembourg law and pursuant to the Kalera Articles.
The approval of the Resolutions is a condition to the consummation of the Business Combination.
Proxy Solicitation of Kalera Shareholders
Proxies may be solicited by mail, telephone or in person.
A shareholder may also change its vote by submitting a later-dated proxy as described in the section titled “Kalera Shareholder Meeting — Revoking Your Proxy.”
Interests of Kalera Directors and Officers in the Business Combination
Kalera’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, those of shareholders generally. These interests include, among other things, the interests listed below:
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Treatment of Equity-Based Awards
Certain of our executive officers and directors hold Kalera Options. The Business Combination Agreement provides that, upon the closing of the Business Combination, (i) each Kalera Option that is “in-the-money” will be converted into a stock option to purchase Pubco shares (a “Pubco Option”), adjusted based on the Exchange Ratio and (ii) each Kalera Option that is “out-of-the-money” will be cancelled. In connection with the cancellation of Kalera Options that are “out-of-the-money”, the holders of such “out-of-the-money” Kalera Options will be granted new equity-based awards under the Incentive Plan. Each Pubco Option will continue to have the same vesting schedule and other conditions as the Kalera Option to which it related.
Severance & Other Compensation Arrangements
Our executive officers are party to employment agreements that provide for certain severance protections that may be triggered in the event such executive’s employment is involuntarily terminated following the closing of the Business Combination.
In connection with his role as interim Chief Executive Officer, Mr. McWilliams will receive a transition payment of $300,000 upon the appointment of a permanent chief executive officer and successful completion of such individual’s transition into such role, and that bonus will be payable upon the later of (i) the start date of the permanent chief executive officer, or (ii) Kalera’s listing and trading on Nasdaq. Mr. McWilliams does not otherwise receive any cash bonus consideration for his role as interim Chief Executive Officer.
On March 25, 2022, the board of directors of Kalera appointed Mr. McWilliams to the role of Chairman of the Board, to be effective upon the completion of the Norwegian Merger. In respect of his services as Chairman of the Board, Mr. McWilliams will receive a $150,000 fee paid quarterly, commencing on the earlier to occur of (i) Kalera’s listing and trading on Nasdaq and (ii) a capital raise of a minimum of $50 million. Mr. McWilliams will also receive 1,000,000 stock options to be granted upon the completion of the Norwegian Merger, with an exercise price equal to the fair market value of a Kalera Share on the date of grant. It is expected that Mr. McWilliams will receive a grant of restricted stock units having a grant date value of $100,000, to be granted under the 2022 Incentive Plan at the same time that other equity grants are made under the Incentive Plan to directors and officers of the Company following the closing of the Business Combination and Kalera’s listing and trading on Nasdaq.
Equity-based Compensation under the Incentive Plan
Our executive officers and certain of our non-employee directors will be eligible to receive equity-based awards under the Incentive Plan, to the extent determined by the Pubco board of directors or the Compensation Committee. Currently, it is expected that individuals identified by the Compensation Committee to participate in the Incentive Plan will receive grants of equity-based awards shortly following the closing of the Business Combination, in order to incentivize and motivate such employees going forward. Although no final decisions have been made, it is currently expected that 60% of these awards would be made in the form of stock options and 40% would be made in the form of restricted stock units, vesting over three or four years, subject to continued employment through the applicable vesting dates. Holders of “out-of-the-money” Kalera Options will also receive equity awards under the Incentive Plan shortly following the closing of the Business Combination.
Director Compensation
Certain current directors of Kalera are expected to be directors of Pubco after the closing of the Business Combination. As such, in the future each may receive compensation for serving as a director of Pubco, which may include cash fees and/or equity-based compensation, as determined by the Pubco board of directors. The non-employee director compensation program to be implemented after the closing of the Business Combination has not yet been finalized at this time, however, the compensation expected to be paid to Mr. McWilliams in connection with his role of Chairman of the Board is described above.
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Recommendation to Kalera Shareholders
The board of directors of Kalera has unanimously determined that the transactions under the Resolutions are fair to and in the best interests of Kalera and its shareholders; has unanimously approved the Business Combination Proposal; and unanimously recommends that shareholders vote “FOR” the Resolutions.
Conditions to the Closing of the Business Combination
The obligations of each party to consummate the Transactions are subject to the satisfaction or written waiver (where permissible) by Kalera and Agrico of the following conditions as of the Closing Date:
The obligations of each party to consummate the Business Combination are subject to the satisfaction or written waiver (where permissible) by Kalera and Agrico of the following conditions as of the First Closing Date (as well as a subset of the following conditions as of the Second Closing Date):
the approval of the Business Combination Agreement and the Incentive Plan Proposal and the transactions contemplated thereby and related matters by the requisite vote of Agrico’s shareholders;
the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Kalera’s shareholders;
the adoption of the 2022 Incentive Plan by Pubco;
no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement;
no pending litigation to enjoin or restrict the consummation of the Business Combination;
Upon the First Closing, after giving effect to the Redemption, Agrico having net tangible assets of at least $5,000,001;
the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part;
the approval of listing of Pubco Ordinary Shares and Pubco Warrants by Nasdaq;
the representations and warranties of each of Kalera and Agrico set forth in the Business Combination Agreement pursuant thereto shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those that address matters only as of a particular date (which shall have been true and correct in all material respects as of such particular date) and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality), individually or in the aggregate, would not have a material adverse effect on Kalera or Agrico, as applicable (provided that such limitation shall not apply with respect to representations and warranties provided by Kalera or Agrico, as applicable, regarding its capitalization and subsidiaries);
Pubco having entered into a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with the Depository Trust Company in respect of Pubco Ordinary Shares and Pubco Warrants, both of which are in full force and effect and enforceable in accordance with their terms;
Each of Kalera and Agrico shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the First and Second Closing Date; and
Since the date of the Business Combination Agreement, no material adverse effect shall have occurred with respect to Kalera or Agrico, as applicable, and their respective subsidiaries, taken as a whole, and be continuing.
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In addition, the obligations of Pubco to consummate the Business Combination are subject to the satisfaction or written waiver (where permissible) by Kalera and Agrico of the following conditions as of the First Closing Date (as well as a subset of the following conditions as of the Second Closing Date):
All of the representations and warranties of Agrico and Pubco set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of Agrico, Pubco and the Merger Subs pursuant thereto shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the First Closing Date as if made on the First Closing Date, except for (i) those that address matters only as of a particular date (which shall have been true and correct in all material respects as of such particular date) and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality), individually or in the aggregate, would not have a material adverse effect on Agrico, Pubco or the Merger Subs;
Agrico, Pubco and the Merger Subs shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the First and Second Closing Date;
The satisfaction of the Minimum Cash Condition; and
The execution and delivery of certain closing deliverables, including the officers’ certificates and a copy of the amended and restated articles of association of Pubco.
Accounting Treatment
The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Agrico will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) Kalera’s existing operations will comprise the ongoing operations of the combined company, (ii) Kalera’s senior management will comprise the senior management of the combined company and (iii) no shareholder will have control of the board of directors or a majority voting interest in the combined company after the Business Combination.
Regulatory Matters
The Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with the Registrar of Companies of the Cayman Islands and RESA necessary to effectuate the transactions contemplated by the Business Combination Agreement.
Risk Factors
In evaluating the proposals to be presented at the Agrico Special Meeting and the Kalera Shareholder Meeting, as applicable, a shareholder should carefully read this joint proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”
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SELECTED HISTORICAL FINANCIAL INFORMATION
Agrico
Agrico’s selected historical statements of operations and cash flows information for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020, and its selected historical balance sheet information as of December 31, 2021 and 2020 are derived from Agrico’s audited financial statements included elsewhere in this joint proxy statement/prospectus. The financial statements of Agrico are stated in U.S. dollars ($).
The selected historical information in this section should be read in conjunction with each of Agrico’s financial statements and related notes and “Agrico’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this joint proxy statement/prospectus are not indicative of the future performance of Agrico following the Business Combination.
For the
year ended
December 31,
2021
For the
period from
July 31,
2020
(inception) to
December 31,
2020
(Audited)
General and administrative costs
$392,649 $9,672 
Loss from operations
$(392,649)$(9,672)
Other income
$— $— 
Interest earned on cash and marketable
$19,675 $— 
Total other income
$19,675 $— 
Net loss
$(372,974)$(9,672)
Basic and diluted weighted average Class A ordinary shares
$6,881,490 $— 
Basic and diluted net loss per share, Class A ordinary shares
$(0.04)$— 
Basic and diluted weighted average Class B ordinary shares outstanding
$3,141,695 $— 
Basic and diluted net loss per share, Class B ordinary shares
$(0.04)$— 
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For the
year ended
December 31,
2021
For the
period from
July 31,
2020
(inception) to
December 31,
2020
(Audited)
Cash flows from operating activities:
Net loss
$(372,974)$(9,672)
Adjustments to reconcile net cash used in operating activities:
Formation costs paid by related party
$— $9,672 
Interest earned on cash and investments held in trust account
$(19,675)$— 
Changes in operating assets and liabilities:
Prepaid expenses
$(6,083)$— 
Due to related party$73,795 $— 
Accrued offering costs and expenses
$79,068 $— 
Net cash used in operating activities
$(245,869)$— 
Cash flows from investing activities:
Cash invested in Trust Account$(146,625,000)$— 
Net cash used in investing activities
$(146,625,000)$— 
Cash flows from financing activities:
  
Proceeds from initial public offering, net of underwriting discount
$140,875,000 $— 
Proceeds from sale of private placement warrants
$7,250,000 $— 
Proceeds from issuance of promissory note to related party
$25,000 $— 
Payment of offering costs
$(443,347)$— 
Payment of promissory note to related party$(171,356)$— 
Net cash provided by financing activities
$147,535,297 $— 
Net change in cash
$664,428 $— 
Cash, beginning of the period
$— $— 
Cash, end of the period
$664,428 $— 
Supplemental disclosure of non-cash investing and financing activities:
Issuance of Class B ordinary shares to Sponsor in exchange for due to related party
$25,000 $— 
Deferred offering costs paid by related party
$146,356 $48,262 
Issuance of shares to underwriter representative
$1,437,500 $— 
Initial Classification of Class A ordinary shares subject to possible redemption
$146,625,000 $— 
Deferred underwriting commissions payable charged to accumulated deficit
$5,031,250 $— 
As of
December 31, 2021
As of
December 31, 2020
Balance Sheet Information:
Total assets$147,315,186 $96,594 
Total liabilities$5,234,113 $106,266 
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Kalera
Kalera’s selected historical consolidated statements of operations and cash flows information for the years ended December 31, 2021 and 2020, and its selected historical consolidated balance sheet information as of December 31, 2021 and 2020 are derived from Kalera’s audited financial statements included elsewhere in this joint proxy statement/prospectus. The financial statements of Kalera are stated in U.S. dollars ($).
The selected historical consolidated information in this section should be read in conjunction with each of Kalera’s financial statements and related notes and “Kalera’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this joint proxy statement/prospectus are not indicative of the future performance of Kalera following the Business Combination.
(in thousands, except per share information)For the years ended
December 31,
20212020
Statement of Operations Information:
Total operating expenses$43,315 $9,369 
Net loss$(40,057)$(8,657)
Net loss per share attributable to shareholders, basic and diluted$(0.23)$(0.08)
Statement of Cash Flows Information:
Net cash used in operating activities$(24,831)$(9,603)
Net cash used in investing activities$(132,518)$(20,846)
Net cash provided by financing activities$61,239 $140,440 
As of December 31,
(in thousands)20212020
Balance Sheet Information:
Total assets$349,996 $153,746 
Total liabilities$83,073 $9,620 
Kalera GmbH (formerly &ever GmbH)
On October 1, 2021, Kalera closed the acquisition of &ever GmbH, Munich (“&ever”), a vertical farming company. &ever’s selected historical income statement and cash flows information for the nine months ended September 30, 2021 and 2020 and years ended December 31, 2021 and 2020, respectively, and its selected historical consolidated balance sheet information as of September 30, 2021 and December 31, 2020 are derived from &ever’s audited and unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in Germany (“German GAAP”) that differ in certain material respects from U.S. GAAP, which include a reconciliation between U.S. GAAP and German GAAP and which are included elsewhere in this joint proxy statement/prospectus. Amounts presented below for &ever are stated in thousands of Euros (€).
The selected historical consolidated information in this section should be read in conjunction with each of &ever’s financial statements and related notes and “&ever’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this joint proxy statement/prospectus are not indicative of the future performance of &ever following the Business Combination.
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(in thousands)For the nine months ended September 30, 2021 (unaudited)For the nine months ended September 30, 2020For the year ended
December 31, 2020
For the year ended
December 31, 2019
Income Statement Information:
Revenue and other income787 134 249 249 
Total operating expenses5,282 3,813 6,156 2,384 
Other expense543 300 447 172 
Net loss(5,037)(3,979)(6,353)(2,307)
Cash Flows Information:
Net cash used in operating activities(5,465)(3,133)(6,180)(266)
Net cash used in investing activities (7,063)(909)(1,207)(3,985)
(in thousands)As of
September 30, 2021
As of
December 31, 2020
Balance Sheet Information:
Total assets16,123 14,382 
Total liabilities9,884 13,765 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following selected unaudited pro forma condensed combined financial information (the “selected pro forma information”) gives effect to the Business Combination and the &ever Acquisition described in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Agrico will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Pubco issuing ordinary shares for the net assets of Agrico, accompanied by a recapitalization. The net assets of Agrico will be stated at historical cost, with no goodwill or other intangible assets recorded. The selected pro forma balance sheet information as of December 31, 2021 gives effect to the Business Combination as if it had occurred on December 31, 2021. The selected pro forma statement of operations information for the year ended December 31, 2021 gives effect to the Business Combination as if it had occurred on January 1, 2021.
The selected pro forma information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial statements of the post-combination business included elsewhere in this joint proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements are based upon, and should be read in conjunction with, the audited financial statements and related notes of Agrico and Kalera for the applicable periods included elsewhere in this joint proxy statement/prospectus. The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what the post-combination business’ actual financial position or results of operations would have been had the Business Combination been completed as of the dates indicated. In addition, the selected pro forma information does not purport to project the future financial position or operating results of the post-combination business.
The selected pro forma information has been prepared assuming two redemption scenarios as follows:
Assuming No Redemptions — this scenario assumes that no Agrico Shareholders exercise redemption rights with respect to their Agrico Shares; and
Assuming Maximum Redemptions — this scenario assumes that shareholders holding 11,759,325 Agrico Shares will exercise their redemption rights for their pro rata share of $119,945,115 (based on the estimated per share Redemption Price of approximately $10.20 per share based on the fair value of marketable securities held in the Trust Account as of December 31, 2021 of approximately $146.6 million) of the funds in the Trust Account.
(in thousands, except share and per share information)
Assuming No RedemptionsAssuming Maximum Redemptions
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2021
Operating expenses$70,037 $70,037 
Net loss(55,184)(55,184)
Net loss per share attributable to ordinary shareholders, basic$(1.47)$(2.15)
Net loss per share attributable to ordinary shareholders, diluted$(1.47)$(2.15)
Weighted average ordinary shares outstanding, basic$37,457,319 $25,697,994 
Weighted average ordinary shares outstanding, diluted$37,457,319 $25,697,994 
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of December 31, 2021
Total assets$481,018 $363,425 
Total liabilities$83,074 $83,074 
Total shareholders’ equity$397,944 $280,351 
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Comparative Share Information
The following table sets forth selected historical comparative share information for Agrico and Kalera and unaudited pro forma combined per share information of the post-combination business after giving effect to the Business Combination, assuming two redemption scenarios as follows:
Assuming No Redemptions — This presentation assumes that no Agrico Shareholder exercises redemption rights with respect to its Agrico Shares for a pro rata portion of the funds in Agrico’s Trust Account.
Assuming Maximum Redemptions — This presentation assumes that Agrico Shareholders (who are not Agrico Initial Shareholders or an officer or director of Agrico) holding 11,759,325 of Agrico’s Agrico Shares exercise their redemption rights and that such Agrico Shares are redeemed for their pro rata share ($10.20 per share, plus any pro rata interest earned on the Trust Account not previously released to Agrico (net of taxes payable), as of two (2) business days prior to the consummation of the Business Combination) of the funds in Agrico’s Trust Account for aggregate redemption proceeds of $119,945,115.
The unaudited pro forma combined book value per share information reflects the Business Combination as if it had occurred on December 31, 2021. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination as if it had occurred on January 1, 2021.
This information is only a summary and should be read together with the selected historical financial information included elsewhere in this joint proxy statement/prospectus and the audited financial statements of Agrico and Kalera and related notes that are included elsewhere in this joint proxy statement/prospectus. The unaudited pro forma combined per share information of Agrico and Kalera is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this joint proxy statement/prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor the earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Agrico and Kalera would have been had the companies been combined during the periods presented.
Pro Forma Combined
Kalera equivalent pro forma per share information(2)
Agrico (Historical)Kalera (Historical)(Assuming No Redemptions)(Assuming Maximum Redemptions)(Assuming No Redemption)(Assuming Maximum Redemption)
As of and for the Year Ended December 31, 2021(3)
Book value per share(1)
$10.20 $1.58 $10.00 $10.00 $0.91 $0.91 
Net loss per share attributable to ordinary shareholders, basic and diluted
$(0.02)$(0.18)$(1.47)$(2.15)$(0.13)$(0.20)
Weighted average ordinary shares outstanding, basic and diluted
14,375 175,796 37,457 37,457 3,409 3,409 
__________________
(1)Book value per share = Total equity/shares outstanding.
(2)The equivalent pro forma basic and diluted per share data for Kalera is calculated by multiplying the pro forma combined per share data by the Exchange Ratio, adjusted for the 2 to 1 reverse stock split to be consummated in connection with the Norwegian Merger, which is expected to be the equivalent of 0.091 Pubco Ordinary Shares for each Kalera AS ordinary share.
(3)There were no cash dividends declared in the period presented.
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COMPARISON ON SHAREHOLDER RIGHTS BETWEEN LUXEMBOURG COMPANY LAW, IRELAND LAW AND CAYMAN ISLANDS LAW
Agrico is a Cayman Islands exempted company. The rights of shareholders and the duties and responsibilities of directors of a Cayman Islands company are governed by the company’s memorandum of association and articles of association as supplemented by statute and the common law. Under Cayman Islands law, the “memorandum and articles of association” are the constitutional documents of a Cayman Islands company. The principal legislation governing companies registered in the Cayman Islands is the Cayman Companies Act. The memorandum and articles of association and the applicable laws of the Cayman Islands (principally, the Cayman Companies Act) are collectively referred to herein in this section as the “Cayman Law”. The Amended and Restated Memorandum and Articles of Association of Agrico adopted on July 7, 2021 are referred to herein as the “Agrico Articles.”
Kalera is a Luxembourg public limited liability company. The principal legislation governing companies registered in the Grand Duchy of Luxembourg is the Luxembourg Company Law. The Amended and Restated Articles of Association of Kalera are referred to herein in this section as Kalera Articles.
Pubco is a public limited company organized and existing under the laws of Ireland, and the Pubco Articles and the Irish Companies Act (the “Irish Companies Act”) govern the rights of Pubco’s shareholders. The Amended and Restated Memorandum and Articles of Association of Pubco are referred to herein in this section as the Pubco Articles.
Although the rights and privileges of shareholders under the Ireland Company Law, Luxembourg Company Law and Cayman Law are in certain instances comparable, there are a number of notable differences. The following is a summary of certain differences between Ireland Company Law, Luxembourg Company Law and Cayman Law. This summary is not an exhaustive review of Ireland Company Law, Luxembourg Company Law and Cayman Law. Reference should be made to the full text of the Ireland Company Law, Luxembourg Company Law and Cayman Law and the regulations thereunder for particulars of any differences between them, and to the Agrico Articles, the Kalera Articles and the Pubco Articles. Shareholders should consult their legal or other professional advisors with regard to the implications of the transactions which may be of importance to them.
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Board of Directors
Luxembourg – KaleraCayman IslandsIreland - Pubco
Pursuant to the Luxembourg Company Law, the board of directors of société anonyme must be composed of at least three directors (unless such company has only one shareholder, in which case the company may have a sole director). They are appointed by the general meeting of shareholders (by proposal of the board, the shareholders or a spontaneous candidacy) by a simple majority of the votes validly cast. Directors may be re-elected but the term of their office may not exceed six years. The articles of incorporation of a company may provide for different classes of directors.
The Kalera Articles foresee a minimum of three directors who may but do not need to be Shareholders of Kalera. The Kalera Articles also foresee that in the case where Kalera has been incorporated by a single shareholder or where it appears at a shareholders' meeting that all the shares issued by Kalera are held by a sole shareholder, Kalera may be managed by a sole director until the next general meeting of shareholders following the increase of the number of shareholders
The Kalera Articles provide that the Shareholders of Kalera may decide to appoint directors of different classes, namely class A directors (the "Class A Directors") and class B directors (the “Class B Directors”).
It results from Luxembourg Company Law and the Kalera Articles that in case of a vacancy, the remaining board members appointed by the general meeting may by majority vote elect a director to fill the vacancy. See “Filling Vacancies”.
The Kalera Articles provide that the board of directors may deliberate or act validly only if at least half of the directors are present or represented at a meeting of the board of directors. In the event the general meeting of shareholders has appointed different classes of directors, the board of directors may deliberate or act validly only if at least half of the
The Cayman Companies Act does not contain specific restrictions or requirements with respect to the composition of the board of directors of a Cayman Islands company. Similarly, the Cayman Companies Act does not stipulate a procedure for the appointment of directors, which instead would be prescribed in the articles of association of the company. Typically, the articles of association will also make provision for matters such as directors’ qualifications, terms of office and retirement, removal and rotation of directors, regulation of directors’ meetings, proceedings of the board and notice requirements, and the manner of determining questions that arise at board meetings. Sole directors and corporate directorships are permissible, subject to the articles of association.
The Agrico Articles specify there must be at least one director and do not place a limit on the maximum number of directors. The directors may increase or reduce the limits in the number of directors.
The Agrico Articles specify that, subject to the terms of any preference shares, Agrico may by Ordinary Resolution appoint any person to be a director. The board of directors may also appoint a person to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any limit placed on the maximum number of directors.
The Agrico Articles provide that a quorum for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be a majority of the directors then in office. The directors are free to regulate their meetings as they think fit. Each director has one vote and decisions are passed if approved by a simple majority. In the case of an equality of votes, the chairman has a second or casting vote.
Unanimous written resolutions signed by all of the directors (or all
Pursuant to the Irish Companies Act, the board of directors of a public limited company must consist of at least two directors.
Subject to the provisions of the Irish Companies Act, the maximum and minimum number of directors can be changed by an amendment to the Pubco Articles, with such amendment being passed by a special resolution of shareholders (75% of those attending and voting) but not a resolution of the directors.
The directors shall be divided into three classes, designated Class I, Class II and Class III.
The term of the initial Class I directors shall terminate at the conclusion of Pubco’s 2023 annual general meeting; the term of the initial Class II directors shall terminate on the conclusion of Pubco’s 2024 annual general meeting; and the term of the initial Class III directors shall terminate on the conclusion of Pubco’s 2025 annual general meeting.
Directors are eligible to stand for re-election at the relevant annual general meeting. Directors shall be re-elected for a three-year term.
Directors do not have to be independent under Pubco Articles.
There are no share ownership qualifications for directors.
Meetings of Pubco’s board of directors may be convened at such time and place as the directors determine. The quorum may be fixed by the directors and unless so fixed shall be a majority of the directors in office. The directors are not entitled to appoint alternates. Questions arising at a meeting of Pubco’s board of directors are required to be decided by a simple majority of the directors present, with each director entitled to one vote. In the case of a tie vote, the chairperson of the meeting shall not have a second or casting vote.
Pubco’s board of directors may pass resolutions without a meeting where
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directors are present or represented with at least one (1) Class A Director and one (1) Class B Director. If this quorum is not reached at a first meeting, the directors may be convened to a second meeting by electronic mail or any other similar means of communication with the same agenda and the board of directors may then deliberate or act validly if at least half of the directors are present or represented at such meeting, irrespective of their category.
Decisions shall be adopted by a majority vote of the directors present or represented at such meeting, irrespective of their category. In the case of a tie, the chairman, if any shall not have a casting vote.

the members of a committee of the directors) are permitted by the Agrico Articles and such resolutions are as valid and effectual as if passed at a meeting. The Agrico Articles permit directors to appoint a proxy to represent them at any board meetings.
Unless and until the Agrico Shareholders fix a minimum shareholding requirement for directors, a director is not required to be a shareholder.
such resolution is signed by all the directors.
Limitation on Personal Liability of Directors
Luxembourg – KaleraCayman IslandsIreland - Pubco
Luxembourg Company Law provides that directors do not assume any personal obligations for commitments of the company. Directors are liable to the company for the execution of their duties as directors and for any misconduct in the management of the company’s affairs.
Directors are further jointly and severally liable both to the company and, as the case may be, to any third parties, for damages resulting from violations of the Luxembourg Company Law or the articles of the company. Directors will only be discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof.
In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of corporate assets.
Generally speaking, directors do not incur personal liability for the debts, obligations or liabilities of a company except for those specified by statute and which arise out of negligence, fraud or breach of fiduciary duty on the part of an individual director, or due to an action not within his authority and not ratified by the company.
Cayman Law does not prohibit or restrict a company from indemnifying its directors and officers against personal liability for any loss they may incur arising out of the company’s business. A company’s articles of association may provide for the indemnification of a director or an officer for breach of duty, save in circumstances where there has been willful neglect, willful default, fraud or dishonesty in the carrying out of fiduciary duties.
In addition to any indemnities contained in the articles of association, the company will commonly obtain directors’ and officers’ (D&O) insurance.
The Agrico Articles provide that every director and officer (which for
Under Irish law, as a general rule, directors will not have any personal liability for a company’s debts and liabilities with the exception of certain limited circumstances such as fraudulent or reckless trading, failing to keep adequate accounting records or acting under directions of a disqualified person.
Pubco Articles provide that, subject to certain limitations and so far as may be permitted by the Irish Companies Act, each director shall be entitled to be indemnified by Pubco against all costs and expenses incurred in the execution and discharge of his or her duties, including any liability incurred in defending any proceedings relating to his or her office where judgment is given in his or her favor or the proceedings disposed of without any finding against him or her. It is expected that Pubco will purchase and maintain directors and officers insurance on behalf of its directors, secretary and employees. A director shall not be indemnified in respect of any claim where he or she has been adjudged to be liable for fraud or dishonesty, unless otherwise directed by the court.
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the avoidance of doubt, shall not include auditors), together with every former director and former officer (each an “Indemnified Person”) shall be indemnified out of the assets of the company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default. No Indemnified Person shall be liable to the company for any loss or damage incurred by the company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, willful neglect or willful default of such Indemnified Person. No person shall be found to have committed actual fraud, willful neglect or willful default unless or until a court of competent jurisdiction shall have made a finding to that effect.
The Agrico Articles also provide that the company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought.
In addition to the indemnification rights under the Agrico Articles, each of Agrico’s directors and officers have entered into an indemnity agreement with the company.

Interested Shareholders
Luxembourg- KaleraCayman IslandsIreland - Pubco
Under Luxembourg Company Law, no restriction exists as to the transactions that a shareholder may conclude with the company. The transaction must, however, be in the corporate interest of the company.
The Kalera Articles do not provide for any specific rules in that respect.
The rights and duties of the shareholders as against the company, and as between the shareholders themselves, are set out in the articles of association, which constitute a contract between these parties.
Subject to the articles of association,
The rights and duties of the shareholders as against the company, and as between the shareholders themselves, are set out in the memorandum and articles of association, which constitute a contract between these parties.

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there are no general restrictions or prohibitions under Cayman Islands Law with a shareholder transacting or contracting with the company. Shareholders (in their capacity as such) do not owe fiduciary duties to the company or their fellow shareholders.
The Agrico Articles do not alter this general position or contain restrictions on shareholders transacting or contracting with the company, save that where the company seeks to complete an initial business combination with a target that is affiliated with the Sponsor, executive officers or Directors, the company, or a committee of independent Directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that such an initial business combination is fair to the company from a financial point of view.

Subject to the articles of association, there are no general restrictions or prohibitions under Irish law with a shareholder transacting or contracting with the company. Shareholders (in their capacity as such) do not owe fiduciary duties to the company or their fellow shareholders.
Pursuant to the Pubco Articles, certain transactions such as mergers with, sale of Pubco assets or giving of guarantees to a person, who is the beneficial owner of Pubco shares representing 10% or more of the votes entitled to be cast by the holders of all the paid up share capital of Pubco, require approval by the affirmative vote of members of Pubco holding not less than two-thirds of the paid up ordinary share capital of Pubco, excluding the voting rights attached to any shares beneficially owned by such person. Such approval is in addition to any other affirmative vote or consent required by law or the Pubco Articles.
Removal of Directors
Luxembourg - KaleraCayman IslandsIreland - Pubco
Pursuant to Luxembourg Company Law and the Kalera Articles, directors may be removed at any time with or without cause (ad nutum) by the general meeting of shareholders by a simple majority of the votes validly cast.
The Agrico Articles specify that, subject to the terms of any preference shares, Agrico may by Ordinary Resolution remove any director.
In addition, the Agrico Articles provide that the office of a director shall be vacated if:
Under Section 146 of the Irish Companies Act, a director may be removed before the expiration of his or her period of office by way of ordinary resolution of the shareholders (i.e. a simple majority of the members attending and voting).
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(a)the director resigns in writing; or
(b)the director absents himself (without being represented by proxy) from three consecutive board meetings without special leave of absence from the directors, and the directors pass a resolution that he has by reason of such absence vacated office; or
(c)the director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(d)the director is found to be or becomes of unsound mind; or
(e)all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a board meeting or by a resolution in writing signed by all of the other directors.

Filling Vacancies
Luxembourg - KaleraCayman IslandsIreland - Pubco
Luxembourg Company Law provides that, in the event of a vacancy of a director seat, the remaining directors appointed by the general meeting may, unless the articles of the company provide otherwise, provisionally fill such vacancy until the next general meeting at which the shareholders will be asked to confirm the appointment.
The decision to fill a vacancy must be taken by the remaining directors appointed by the general meeting of shareholders by simple majority vote.
The Kalera Articles provide that in the event of a vacancy in the office of a director because of death, legal incapacity, bankruptcy, resignation or otherwise, this vacancy may be filled on a temporary basis and for a period of time not exceeding the initial mandate of the replaced director by the remaining directors until the next meeting of shareholders which shall resolve on the permanent appointment in compliance with the applicable legal provisions.

Please refer to the discussion under “Board of Directors” above.
Any vacancy on the board shall be deemed a casual vacancy, which shall be filled by the decision of a majority of the board then in office.
Any director elected to fill a vacancy resulting from an increase in the number of directors of a particular class shall hold office for the remaining term of that class.
Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor or if there is no such remaining term, the director shall retire (and be eligible for re-election) at the annual general meeting immediately following his/her appointment. If reelected, the director shall hold office for the remaining term of that class.
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Committees
Luxembourg - KaleraCayman IslandsIreland - Pubco
The Kalera Articles provide that the board of directors may set up committees and determine their composition, purpose, powers and rules.
In accordance with the Kalera Articles, the board of directors shall determine its own rules of procedure and may create one or several committees. The composition and the powers of such committee(s), the terms of the appointment, removal, remuneration and duration of the mandate of its/their members, as well as its/their rules of procedure are determined by the board of directors. The board of directors shall be in charge of the supervision of the activities of the committee(s). For the avoidance of doubt, such committees shall not constitute management committee in the sense of Article 441-11 of the Luxembourg Company Law.

The Agrico Articles permit the directors to establish and delegate their powers, authorities and discretions to committees consisting of one or more directors. Subject to any conditions imposed by the directors, the proceedings of a committee will be governed by the same provisions in the Agrico Articles regulating the proceedings of directors, so far as they are capable of applying.
Agrico’s directors have established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee.
The Pubco Articles provide that the directors of Pubco may establish one or more committees consisting in whole or in part of members of Pubco’s board of directors. The composition, function, power and obligations of any such committee will be determined by the board of directors of Pubco. The directors of Pubco may also delegate any of their powers to any committee and any such committee shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Pubco directors
Share Capital
Luxembourg - KaleraCayman IslandsIreland - Pubco
Kalera's share capital is set at thirty thousand euro (EUR 30,000), represented by three million (3,000,000) shares with a nominal value of one euro cent (EUR 0.01) each. The authorised capital of Kalera, excluding the share capital, is set at nine hundred thousand euro (EUR 900,000), represented by ninety million (90,000,000) shares with a nominal value of one euro cent (EUR 0.01) each.
The increase or reduction of the issued share capital requires an extraordinary general meeting of the shareholders of Kalera deliberating in the manner required to amend the articles of association. See “Amendment of Governing Documents.
Agrico’s current authorized share capital is US$22,100 divided into (i) 200,000,000 Agrico Class A ordinary shares of a par value of US$0.0001 each, (ii) 20,000,000 Agrico Class B ordinary shares of a par value of US$0.0001 each and (iii) 1,000,000 preference shares of a par value of US$0.0001 each.
Agrico’s issued share capital currently amounts to (i) 14,375,000 Agrico Class A ordinary shares and (ii) 3,593,750 Agrico Class B ordinary shares.
No preference shares are currently in issue.
The Agrico Articles provide the directors with general authority to allot and issue further shares up to
The authorized share capital of Pubco consists of US$100,000,000 divided into 800,000,000,000 ordinary shares with a nominal value of US$0.0001 each and 200,000,000,000 preferred shares with a nominal value of US$0.0001 each and €25,000 divided into 25,000 deferred ordinary shares with a nominal value of €1.00 each.
As of March 8, 2022, Pubco had 25,000 euro shares in issue in order to satisfy statutory capitalization requirements for all Irish public limited companies. Pubco had no ordinary or preferred shares outstanding. Following completion of the Second Merger and immediately prior to the completion of this offering, Pubco expects that its issued share capital will consist of
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The authorised capital, excluding the share capital, is set at nine hundred thousand euro (EUR 900,000), represented by ninety million (90,000,000) shares with a nominal value of one euro cent (EUR 0.01) each. During a period of five (5) years from the date of incorporation or any subsequent resolutions to create, renew or increase the authorised capital pursuant to this article, the board of directors is hereby authorised to issue shares, to grant options to subscribe for shares and to issue any other instruments giving access to shares within the limits of the authorised capital to such persons and on such terms as they shall see fit and specifically to proceed with such issue without reserving a preferential right to subscribe to the shares issued for the existing shareholders and it being understood, that any issuance of such instruments will reduce the available authorised capital accordingly.
the authorized share capital stated above.
The authorized share capital may only be increased or varied by shareholder ordinary resolution.
ordinary shares.
Pubco may issue shares subject to the maximum authorized share capital contained in the Pubco Articles. The authorized share capital may be increased or reduced (but not below the number of issued ordinary shares, deferred shares or preferred shares, as applicable) by a resolution approved by a simple majority of the votes of Pubco shareholders cast at a general meeting (referred to under Irish law as an “ordinary resolution”) (unless otherwise determined by the directors). The directors authority to issue shares must be renewed by ordinary resolution at least every 5 years.
The board of directors is authorised to allocate existing shares of Kalera without consideration or to issue new shares (the "Bonus Shares") paid-up out of available reserves (i) to employees of the Company or to certain classes of such employees, (ii) to employees of companies or economic interest groupings in which the Company holds directly or indirectly at least ten per cent (10%) of the share capital or of the voting rights, (iii) to employees of

55


companies or economic interest groupings which hold directly or indirectly at least ten per cent (10%) of the share capital or of the voting rights of the Company, (iv) to employees of companies or economic interest groupings in which at least fifty per cent (50%) of the share capital or of the voting rights are held, directly or indirectly, by a company holding itself, directly or indirectly, at least fifty per cent (50%) of the share capital of the Company and/or (v) to members of the corporate bodies of the Company or any of the other companies or economic interest groupings referred to under items (ii) to (iv) above (the "Beneficiaries of Bonus Shares"). The board of directors sets the terms and conditions of the allocation of Bonus Shares to the Beneficiaries of Bonus Shares, including the period for the final allocation and any minimum period during which such Bonus Shares cannot be transferred by their holders. The preferential

subscription right of existing shareholders is automatically cancelled in case of issuance of Bonus Shares.



Preferred Shares
Luxembourg – KaleraCayman IslandsIreland - Pubco
The Kalera Articles do currently not provide for the possibility to issue preferred shares. As a result, the issuance of any preferred shares requires an amendment to the Kalera Articles. See “Amendment of Governing Documents”.
Agrico is currently authorized to issue up to 1,000,000 preference shares of a par value of US$0.0001 each. No preference shares are currently in issue.
The board is empowered to cause preferred shares to be issued from time to time and may fix the rights attaching to such preferred shares. The board may change the rights of any series of preferred shares that has been created but not yet issued. Once issued, the rights attaching to a series of preferred shares may only be varied with the consent in writing of 75% of the holders of those shares or by a special resolution passed by that class.
The creation, issue and allotment of preferred shares shall not constitute a variation of rights of the ordinary shares.
Preferred shares may be preferred as to dividends, rights upon liquidation or voting in such manner as the Pubco board of directors may resolve. The preferred shares may also be redeemable at the option of the holder of the preferred shares or at Pubco’s option and may be convertible into or exchangeable for
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shares of any of Pubco’s other class or classes, depending on the terms of such preferred shares.
Variation of Rights
Luxembourg – KaleraCayman IslandsIreland - Pubco
The Kalera Articles do currently not provide for any classes of shares. The introduction of share classes would require an amendment of the Kalera Articles. See “Amendment of Governing Documents”.
The Agrico Articles provide that all or any of the rights attached to any class of the company’s shares (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied without the consent of the holders of the issued shares of that class where such variation is considered by the directors not to have a material adverse effect upon such rights. In all other cases any such variation shall be made only with the consent in writing of the holders of not less than two-thirds of the issued shares of the affected class (other than with respect to a waiver of the anti-dilution provisions in the Agrico Articles in respect of Agrico Class B ordinary share conversions, which shall only require the consent in writing of the holders of a majority of the issued Agrico Class B ordinary shares), or with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the shares of that affected class. The directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Agrico shares of the relevant class.
The Agrico Articles provide that all the provisions relating to general meetings will apply mutatis mutandis to any class meetings, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued shares of the affected class and that any holder of shares of the affected class present in person or by proxy may demand a poll. For the purposes of a separate class meeting, the directors may treat two or more or all the classes of shares as forming one class of shares if the directors consider that such class of shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of shares.
Where the rights attaching to shares are set out in the Pubco Articles, any changes to these rights will need to be effected by way of a special resolution (passed by 75% of the votes cast by shareholders attending and voting at the meeting) amending the Pubco Articles. Additionally, the rights attaching to a particular class of shares may only be varied if (a) the holders of 75% of the nominal value of the issued shares of that class consent in writing to the variation, or (b) a special resolution, passed at a separate general meeting of the holders of that class, sanctions the variation.
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The Agrico Articles specify that the following shall not be considered a variation of share rights (unless otherwise expressly provided by the terms of issue of the shares of that class): the creation or issue of further shares ranking pari passu therewith.
If the variation of rights requires an amendment to the Agrico Articles themselves, then such amendment will require the approval from the shareholders by a special resolution which is a resolution passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at the Agrico Special Meeting and includes a unanimous written resolution.
Please refer to the discussion under “Amendment of Governing Documents” below.
The Agrico Articles provide that all the provisions relating to general meetings will apply mutatis mutandis to any class meetings, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued shares of the affected class and that any holder of shares of the affected class present in person or by proxy may demand a poll. For the purposes of a separate class meeting, the directors may treat two or more or all the classes of shares as forming one class of shares if the directors consider that such class of shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of shares.
The Agrico Articles specify that the following shall not be considered a variation of share rights (unless otherwise expressly provided by the terms of issue of the shares of that class): the creation or issue of further shares ranking pari passu therewith.
If the variation of rights requires an amendment to the Agrico Articles themselves, then such amendment will require the approval from the shareholders by a special resolution which is a resolution passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at the Agrico Special Meeting and includes a unanimous written resolution.
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Please refer to the discussion under “Amendment of Governing Documents” below.

Preemptive Rights and Advance Subscription Rights
Luxembourg – KaleraCayman IslandsIreland - Pubco
Luxembourg Company Law provides for preferential subscription right of the existing shareholders in case of the issuance of new shares against a contribution in cash.
The extraordinary general meeting of shareholders may, with a quorum of 50% of the share capital and a majority of 2/3 of the votes cast, limit, waive, or cancel such preemptive rights.
However, the Kalera Articles, in accordance with Luxembourg Company Law, foresee that the authorised capital, excluding the share capital, is set at nine hundred thousand euro (EUR 900,000), represented by ninety million (90,000,000) shares with a nominal value of one euro cent (EUR 0.01) each. During a period of five (5) years from the date of incorporation or any subsequent resolutions to create, renew or increase the authorised capital pursuant to this article, the board of directors is authorised to issue shares, to grant options to subscribe for shares and to issue any other instruments giving access to shares within the limits of the authorised capital to such persons and on such terms as they shall see fit and specifically to proceed with such issue without reserving a preferential right to subscribe to the shares issued for the existing shareholders and it being understood, that any issuance of such instruments will reduce the available authorised capital accordingly.
The authorised capital of the Company may be increased or reduced by a resolution of the general meeting of shareholders adopted in the manner required for an amendment of the articles of association.
There are no statutory preemptive rights under the Cayman Companies Act. The articles of association may include preemptive rights in favor of shareholders or one or more classes of shareholder.
The Agrico Articles do not provide preemptive rights. However, pursuant to the anti-dilution provisions of the Agrico Class B ordinary shares, certain specified future issuances of shares will result in an adjustment to the conversion ratio at which the Agrico Class B ordinary shares convert into Agrico Class A ordinary shares such that the initial shareholders and their permitted transferees would retain their aggregate percentage ownership at 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Agrico IPO plus all shares issued in the specified future issuance, unless the holders of a majority of the then-outstanding Agrico Class B ordinary shares agreed to waive such adjustment with respect to the future issuance at the time thereof.
While the Irish Companies Act generally provides shareholders with pre-emptive rights when new shares are issued for cash, it is possible for the Pubco Articles, or for the shareholders of Pubco in a general meeting (through the passing of a special resolution), to exclude such pre-emptive rights for a maximum period of five years.
The Pubco Articles exclude pre-emptive rights for a period of five years from the date of adoption of such articles.
This exclusion will need to be renewed by a special resolution of the shareholders of Pubco upon its expiration and at periodic intervals thereafter, in each case for a maximum period of five years.
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The board of directors is authorised to allocate existing shares of the Kalera without consideration or to issue new shares (the "Bonus Shares") paid-up out of available reserves (i) to employees of the Company or to certain classes of such employees, (ii) to employees of companies or economic interest groupings in which the Company holds directly or indirectly at least ten per cent (10%) of the share capital or of the voting rights, (iii) to employees of companies or economic interest groupings which hold directly or indirectly at least ten per cent (10%) of the share capital or of the voting rights of the Company, (iv) to employees of companies or economic interest groupings in which at least fifty per cent (50%) of the share capital or of the voting rights are held, directly or indirectly, by a company holding itself, directly or indirectly, at least fifty per cent (50%) of the share capital of the Company and/or (v) to members of the corporate bodies of the Company or any of the other companies or economic interest groupings referred to under items (ii) to (iv) above (the "Beneficiaries of Bonus Shares"). The board of directors sets the terms and conditions of the allocation of Bonus Shares to the Beneficiaries of Bonus Shares, including the period for the final allocation and any minimum period during which such Bonus Shares cannot be transferred by their holders. The preferential subscription right of existing shareholders is automatically cancelled in case of issuance of Bonus Shares.
The above authorisations may be renewed through a resolution of the general meeting of the shareholders adopted in the manner required for an amendment of the articles of association and subject to the provisions of the Law, each time for a period not exceeding five (5) years. The authorised capital of the Company may be increased or reduced by a resolution of the general meeting of shareholders adopted in the manner required for an amendment of the articles of association.

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Minority Rights
Luxembourg – KaleraCayman IslandsIreland - Pubco
Shareholders holding together 10% of the issued share capital are inter alia entitled:
while a shareholders’ meeting is in session, to require a postponement of that meeting for up to four weeks. Any such postponement will annul any decision taken at the meeting;
to require the board of directors by written notice to convene a meeting of shareholders with the agenda indicated by them. Such meeting must be held within one month of the said request; and
to require the board of directors to add further items on the agenda of a meeting of shareholders. This request must be sent to the registered office by registered mail at least five (5) days prior to the holding of the meeting.
Luxembourg Company Law provides that in the absence of stricter provisions in the articles of association, if as a result of a loss, the net assets are reduced to an amount less than half of the company’s capital, the board of directors or the management board, as the case may be, shall convene a general meeting to be held within a period not exceeding two months from the time at which the loss was or should have been recorded by them; such general meeting shall deliberate, as the case may be, in accordance with the conditions set forth in Article 450-3 on the possible dissolution of the company and possibly on other measures announced on the agenda.
The board of directors or the management board, as the case may be, shall set out the causes of this situation and justify its proposals in a special report made available to shareholders at the registered office of the company eight (8) days before the general meeting. If it proposes the continuation of the activities, it shall set out in its report the measures which it intends to take to redress the financial situation of the company.
Cayman Islands companies operate on the principle of a majority rule. Pursuant to the Agrico Articles and the Cayman Companies Act decisions require approval by either (i) an ordinary resolution passed by a simple majority of the votes cast at a quorate meeting on the resolution or by written resolution unanimously adopted by all shareholders entitled to vote on the matter or (ii) a special resolution passed by at least two-thirds of the votes cast at a quorate meeting on the resolution or by written resolution unanimously adopted by all shareholders entitled to vote on the matter, depending on the matter being voted upon.
Notwithstanding the foregoing, the following rights may be available to a minority shareholder under Cayman Law:
(a)a shareholder who opposed a merger or consolidation and who exercised their right to dissent would, subject to certain exceptions and subject to following a prescribed procedure set out in the Cayman Companies Act, be entitled to payment of the fair value of their shares;
(b)a shareholder who opposed a shareholder scheme of arrangement would have the right to express their dissent to the courts. However, if the scheme of arrangement is approved, any dissenting shareholder would be bound by the scheme and would have no rights comparable to appraisal rights.
(c)Cayman Law provides that a shareholder has the right to petition the court to wind-up a company on the basis that it is “just and equitable” to do so. One of the established grounds for a just and equitable petition is oppression, and if established the court has the power, as an alternative to a winding up order, to make:
an order regulating the conduct of the company’s affairs in the future;
Shareholders holding not less than 10% of the paid up share capital in Pubco may require the directors to convene a shareholder meeting.
Under the Irish Companies Act, if the rights to a particular share class are varied, one or more shareholders who hold not less than 10% of the issued shares of that class and who did not vote in favour of the resolution to vary the rights of that class, can apply to the court to have the variation cancelled.
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This report shall be announced on the agenda. Shareholders shall have the right to obtain a copy of the report free of charge on request and on providing proof of their title eight (8) days before the meeting. A copy of the report shall be sent to registered shareholders at the same time as the convening notice.
Failure to draw up the report referred to in the second subparagraph shall result in the nullity of the decision of the general meeting, unless all the shareholders of the company have waived this report.
The same rules shall be observed if, as a result of the loss, the net assets are reduced to an amount lower than one quarter of the company’s capital, but in this case the dissolution will take place if it is approved by one quarter of the votes cast at the meeting.
In the case of a breach of the above provisions, the directors or members of the management board, as the case may be, may be declared personally jointly and severally liable towards the company for all or part of the increase in the loss.
If, as a result of losses, the net assets of a company fall below one-quarter of the share capital of the relevant company, the company may be dissolved if such dissolution is approved by 25% of the votes cast at the general meeting of shareholders convened to discuss this matter.
Luxembourg Company Law also provides that one or more shareholders holding, in the aggregate, at least 10% of the securities having a right to vote at the general meeting that has granted discharge to the members of the board of directors for the execution of their mandate, may act on Kalera’s behalf to file a liability claim for damages against one or more directors for mismanagement and/or a violation of Luxembourg Company Law, or of the articles of association.
One or more shareholders representing at least 10% of the share capital or 10% of the votes attached to the securities may ask the board of directors written questions on one or
an order requiring the company to refrain from doing or continuing an act complained of by the petitioner or to do an act which the petitioner has complained it has omitted to do;
an order authorizing civil proceedings to be brought in the name and on behalf of the company by the petitioner on such terms as the court may direct; or
an order providing for the purchase of the shares of any shareholders of the company by other shareholders or by the company itself and, in the case of a purchase by the company itself, a reduction of the company’s capital accordingly.
If the court does not make one of these alternative orders, and a winding up order is made on just and equitable grounds, a liquidator will be appointed who can then investigate the company’s affairs and pursue claims against those who have caused loss to the company (including directors and former directors).
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more management operations (opérations de gestion) of the company and, as the case may be, of subsidiaries it controls. In the latter case, the request must be assessed in view of the interest of the companies included within the consolidation.
In the absence of answer within a period of one month, these shareholders may apply in court the appointment of experts instructed to submit a report on the management operations targeted in the question.



Amendment of Governing Documents
Luxembourg – KaleraCayman IslandsIreland - Pubco
Under Luxembourg Company Law, amendments to the articles of association require generally an extraordinary general meeting of shareholders held in front of a public notary at which at least one half of the share capital to which voting rights are attached pursuant to the Luxembourg Company Law is represented. The notice of the extraordinary general meeting of shareholders shall indicate the proposed amendments to the articles of association. If the aforementioned quorum is not reached, a second general meeting of shareholders may be convened. The second general meeting shall validly deliberate regardless of the proportion of the share capital represented.
At both meetings, resolutions, in order to be adopted, must be carried by at least two-thirds of the votes cast by shareholders entitled to vote. Where classes of shares exist and the resolution to be adopted by the general meeting of shareholders changes the respective rights attaching to such shares, the resolution will be adopted only if the conditions as to quorum and majority set out above are fulfilled with respect to each class of shares. An increase of the commitments of its
Under Cayman Law, the directors have no power to make, amend or repeal the memorandum of association or articles of association of a Cayman Islands company. Instead any amendment or alteration to the memorandum of association or the articles of association requires approval from the shareholders by a special resolution passed by at least two-thirds (or such greater majority as may be specified by the articles of association) of the votes cast at a quorate meeting on the resolution or by written resolution unanimously adopted by all shareholders entitled to vote on the matter.
Where a company’s share capital is divided into different classes of shares and the rights of the holders of a class or series of shares are affected by the alteration differently than those of the holders of other classes or series of shares, it is typical for the articles of association to specify that the alteration is also subject to approval by consent in writing or resolution passed by a certain number of the holders of shares of each class or series so affected, whether or not they are otherwise entitled to vote. Please refer to the discussion under “Variation of Rights” above.
Under the Irish Companies Act, amendments to the Pubco Articles require a special resolution to be passed by not less than 75% of those shareholders entitled, attending and voting at the general meeting.
The Pubco Articles may not be amended by resolution of directors, but the directors when issuing preference shares may fix the rights attaching to such shares.
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shareholders requires however the unanimous consent of the shareholders.
The Kalera Articles provide that except as otherwise provided therein or by the Luxembourg Company Law, the articles of association may be amended by a majority of at least two-thirds of the votes validly cast at a general meeting at which a quorum of more than half of the Company’s share capital is present or represented. If no quorum is reached in a meeting, a second meeting may be convened in accordance with the provisions of article 9.3 of the Kalera Articles which may deliberate regardless of the quorum and at which resolutions are adopted at a majority of at least two-thirds of the votes validly cast. Abstentions and nil votes shall not be taken into account. In very limited circumstances, the board of directors is authorized by the shareholders to amend the Kalera Articles, albeit always within the limits set forth by the shareholders (such authorization must not be taken on a case by case basis but is included in the Kalera Articles). This is, among others, the case in the context of Kalera’s authorized unissued share capital, within which the board of directors is authorized to issue further shares. The board of directors is then authorized to appear in front of a public notary to record the capital increase and to amend the share capital set forth in the Kalera Articles. It also applies in case the registered office of Kalera will be transferred from one municipality of the Grand Duchy of Luxembourg to another. The board of directors has to the authority to take the relevant decision and to afterwards appear in front of a public notary to amend the Kalera Articles accordingly.
In addition, certain extraordinary corporate actions, such as winding up the company (voluntarily or by court order), changing the company’s name, or the merger or consolidation of the company with or into one or more other companies, require the approval of shareholders by a special resolution passed by at least two-thirds (or such greater majority as may be specified by the articles of association) of the votes cast at a quorate meeting on the resolution or by written resolution unanimously adopted by all shareholders entitled to vote on the matter. Other extraordinary actions, such as altering the company’s authorized share capital, require the approval of shareholders by an ordinary resolution passed by a simple majority (or such greater majority as may be specified by the articles of association) of the votes cast at a quorate meeting on the resolution or by written resolution unanimously adopted by all the shareholders entitled to vote on the matter. Cayman Law also provides for shareholder schemes of arrangements requiring the consent of at least a majority in number of the shareholders representing not less than 75% in value of the shares of each class affected by the scheme voting at the scheme meeting, and the sanction by the Grand Court of the Cayman Islands.
The Agrico Articles provide that the memorandum of association or articles of association may be amended by a special resolution passed by at least two-thirds of the votes cast at a quorate meeting on the resolution or by written resolution unanimously adopted by all shareholders entitled to vote on the matter.
Under the Irish Companies Act, amendments to the Pubco Articles require a special resolution to be passed by not less than 75% of those shareholders entitled, attending and voting at the general meeting.
The Pubco Articles may not be amended by resolution of directors, but the directors when issuing preference shares may fix the rights attaching to such shares.
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The Agrico Articles provide that if the shareholders approve an amendment to the Agrico Articles that would (i) modify the substance or timing of the company’s obligation to redeem 100% of the Agrico Shares if the company does not complete its initial business combination within 12 months from the closing of the Agrico IPO (or up to 21 months if the date is extended in accordance with Agrico’s constitutional documents) or such later time as the members may approve in accordance with the Agrico Articles or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, the Company will provide the public shareholders with the opportunity to redeem all or a portion of their Agrico Class A ordinary

shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Agrico Shares


Meeting of Shareholders
Luxembourg – KaleraCayman IslandsIreland - Pubco
Pursuant to Luxembourg Company Law, at least one general meeting of shareholders must be held each year in Luxembourg. The purpose of such annual general meeting is in particular to approve the annual accounts, allocate the results, proceed to statutory appointments and grant discharge to the directors. The annual general meeting must be held within six months of the end of each financial year of the company.
The board of directors may in
The procedure for convening and holding general meetings is usually set out in the articles of association. The articles of association will typically provide for the directors to convene a general meeting whenever they think fit upon written notice to all shareholders entitled to receive notice and attend the meeting, or upon the requisition in writing of shareholders holding the prescribed share capital of the company carrying the right to vote at a meeting. On receiving the requisition, the
Held at a time and place as determined by the directors subject to at least one shareholder meeting being held in each year, being the company’s annual general meeting.
Shareholders holding not less than 10% of the paid up share capital in Pubco may also require the directors to convene a shareholder meeting.
May be held within or outside Ireland.
Notice:
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accordance with the Kalera Articles determine a date preceding the relevant general meeting as the record date for admission to, and voting at, such general meeting.
Pursuant to Luxembourg Company Law, the board of directors is obliged to convene a general meeting so that it is held within a period of one month after receipt of a written request of shareholders representing at least one-tenth of the issued capital. Such request must be in writing and indicate the agenda of the meeting.
Luxembourg Company Law distinguishes between ordinary general meetings of shareholders and extraordinary general meetings of shareholders.
Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.
Ordinary General Meetings. At an ordinary general meeting, there is no quorum requirement and resolutions are adopted by a simple majority of validly cast votes. Abstentions are not considered “votes.”
directors are required to call and hold a shareholder meeting for the purposes set out in the requisition. Where the articles of association are silent as to the persons who are entitled to summon general meetings, the Cayman Companies Act provides that three shareholders shall be competent to summon the general meeting.
Agrico, as a Cayman Islands exempted company, is not required by the Cayman Companies Act to convene an annual general meeting.
The directors, the chief executive officer or the chairman of the board of directors may convene an extraordinary general meeting.
The Agrico Articles require that at least five (5) clear days’ notice is given of any general meeting.
The required quorum for general meetings is holders of a majority of the shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy).
All resolutions put to the vote of the meeting will be decided by poll vote. Agrico Class A ordinary
A copy of the notice of any meeting shall be given at least twenty-one (21) days before the date of the proposed meeting to the members, directors and auditors.
In certain limited circumstances, a meeting may be called by fourteen (14) days’ notice, but this shorter notice period shall not apply to the annual general meeting.
Every shareholder entitled to attend, speak, ask questions and vote at a general meeting may appoint a proxy or proxies to attend, speak, ask questions and vote on behalf of the shareholder.
Quorum is fixed by Pubco Articles, to consist of at least two shareholders present in person or by proxy entitled to exercise more than fifty percent (50%) of the voting rights of the shares.
Resolutions put to the vote of a meeting shall be decided on a poll, which shall be taken in such manner as the chairperson of the meeting directs. Subject to the provisions of the Pubco Articles and any rights or restrictions attached to any shares, every shareholder of record present
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Extraordinary General Meeting. Extraordinary general meetings are required to be convened for among others any of the following matters: (i) the increase or decrease of the authorized or issued capital, (ii) the limitation or exclusion of preemptive rights or the authorization of the board of directors to limit or exclude such rights, (iii) the approval of a statutory merger or de-merger (scission), (iv) Kalera’s dissolution and liquidation, and (v) in general on amendments to the Kalera Articles. Except as otherwise required by the Luxembourg Companies Law or the Kalera Articles, resolutions at a general meeting of shareholders, duly convened shall not require any quorum and shall be adopted at a simple majority of the votes validly cast regardless of the portion of capital represented. Abstentions and nil votes shall not be taken into account. The Kalera Articles may be amended by a majority of at least two-thirds of the votes validly cast at a general meeting at which a quorum of more than half of the Kalera outstanding share capital. If such quorum is not present s present or represented, a second meeting may be convened, which does not need a quorum.
The Kalera Articles do in generally provide for the rules set out by Luxembourg Company Law and do therefore not foresee any quorum in relation to ordinary shareholder decisions and such decisions may in consequence be approved by simple majority of the votes validly cast.

shareholders and Agrico Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law or pursuant to the Agrico Articles. In the case of an equality of votes the chairman shall be entitled to a second or casting vote.
A shareholder may attend and vote at the meeting personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorized representative or proxy). Pursuant to the Agrico Articles and the Cayman Companies Act all decisions require approval by either (i) an ordinary resolution which is a resolution passed by a simple majority of the members, as being entitled to do so, vote in person or by proxy at a general meeting and includes a unanimous written resolution, or (ii) a special resolution which is a resolution passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at a general meeting and includes a unanimous written resolution.
in person or by proxy shall have one vote for each share registered in his or her name.
Where the rights attaching to shares are set out in the Pubco Articles, any changes to these rights will need to be effected by way of a special resolution (passed by 75% of the votes cast by shareholders attending and voting at the meeting) amending the Pubco Articles. Additionally, the rights attaching to a particular class of shares may only be varied if (a) the holders of 75% of the nominal value of the issued shares of that class consent in writing to the variation, or (b) a special resolution, passed at a separate general meeting of the holders of that class, sanctions the variation.
 
Shareholders’ Written Resolutions
Luxembourg – KaleraCayman IslandsIreland - Pubco
Pursuant to Luxembourg Company Law, shareholders of a public limited liability company (société anonyme) may not take actions by written consent. All shareholder actions must be approved at an actual meeting of shareholders held before a notary public or under private seal, depending on the nature of the matter. Shareholders may also vote by proxy.
Shareholder written resolutions are permitted under Cayman Law and the Agrico Articles. Pursuant to the Agrico Articles any shareholder written resolutions must be unanimous.
Unanimous consent of all the holders of ordinary shares is required for the shareholders to act by way of written resolution in lieu of holding a meeting.
Except in the case of the removal of statutory auditors or directors and subject to the Irish Companies Act, anything which may be done by resolution in general meeting of all or any class or resolution in writing,
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signed by all of the holders or any class thereof or their proxies being all of the holders of Pubco or any class thereof, who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution shall be valid and effective for all purposes as if the resolution had been passed at a general meeting of Pubco or any class thereof.
Indemnification of Officers, Directors and Employees
Luxembourg – KaleraCayman IslandsIreland - Pubco
Pursuant to Luxembourg Company Law on agency, agents may generally be entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part.
Luxembourg Company Law provisions on agency are generally applicable to the mandate of directors and officers of Kalera.
The Kalera Articles do not provide for any specific indemnification provisions.
Pursuant to Luxembourg Company Law, a company is generally liable for any violations committed by its employees in the performance of their functions except where such violations are not in any way linked to the duties of the employee.

The Agrico Articles do not provide indemnification in favor of employees of the Company. Please refer to the discussion under “Limitation on Personal Liability of Directors” above in respect to the indemnification of directors and officers of Agrico.
The Pubco Articles provide that, subject to certain limitations and so far as may be permitted by the Irish Companies Act, each director, officer and employee shall be entitled to be indemnified by Pubco against all costs and expenses incurred in the execution and discharge of his or her duties, including any liability incurred in defending any proceedings relating to his or her office where judgment is given in his or her favor or the proceedings disposed of without any finding against him or her. It is expected that Pubco will purchase and maintain directors and officers insurance on behalf of its directors, secretary and employees. A director shall not be indemnified in respect of any claim where he or she has been adjudged to be liable for fraud or dishonesty, unless otherwise directed by the court.
Shareholder Approval of Business Combinations
Luxembourg - KaleraCayman IslandsIreland - Pubco
Under Luxembourg Company Law and the Kalera Articles, the board of directors is vested with the broadest power to take any action necessary or useful to achieve the corporate object.
Corporate merger, and de-merger, as well as the dissolution and voluntary liquidation of a company, generally requires the approval of an extraordinary resolution of a general meeting of shareholders.
Transactions such as a sale, lease or exchange of substantial company assets generally require only the approval of the board of directors. Neither Luxembourg Company Law nor the Kalera Articles contain any
The Agrico Articles provide that any Business Combination (defined as a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Agrico, with one or more businesses or entities) must be approved by Ordinary Resolution of the shareholders at a quorate general meeting, provided that the company shall only consummate any Business Combination so long as the company has net tangible assets of at least US$5,000,001 either prior to or upon such consummation or any greater net tangible asset or cash requirement that may be contained in the agreement relating to a Business Combination.
A merger of Pubco with another Irish company under the Irish Companies Act must be approved by a special resolution and by the Irish High Court.
A merger of Pubco with a company incorporated in the European Economic Area (which includes all member states of the European Union and Norway, Iceland and Liechtenstein (EEA)) under the European Communities (Cross-Border Mergers) Regulations 2008 (as amended) must be approved by a special resolution and by the Irish High Court.
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 Under the Cayman Companies Act a merger or consolidation of a company with or into one or more other companies requires the approval of shareholders by a special resolution passed by at least two-thirds (or such greater majority as may be specified by the articles of association) of the votes cast at a quorate meeting on the resolution or by written resolution unanimously adopted by all shareholders entitled to vote on the matter.
Shareholder Action without a Meeting
Luxembourg - KaleraCayman IslandsIreland - Pubco
Please refer to the discussion under “Shareholders’ Written Resolutions” above.
Please refer to the discussion under “Shareholders’ Written Resolutions” above.
Please refer to the discussion under “Shareholders’ Written Resolutions” above.

Shareholder Suits
Luxembourg - KaleraCayman IslandsIreland - Pubco
Luxembourg Company Law generally does not require shareholder approval before legal action may be initiated on behalf of Kalera. The board of directors thus has sole authority to decide whether to initiate legal action to enforce Kalera’s rights (other than, in certain circumstances, in the case of an action against board members).
Shareholders do not generally have authority to initiate legal action on Kalera’s behalf.
However, the general meeting of shareholders may vote under certain circumstances to initiate legal action against directors on grounds that such directors have failed to perform their duties. If a director is responsible for a breach of the Luxembourg Company Law or of a provision of the Kalera Articles, an action can in addition be initiated by any third party, including a shareholder that has suffered a loss that is independent and separate from the damage suffered by Kalera. Luxembourg procedural law does not recognize the concept of class actions.
In addition, an action may be brought against the directors on behalf of Kalera by minority shareholders. This minority action may be brought by one or more shareholders who, at the general meeting which decided upon discharge of such directors,
In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company's board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances.
In Ireland, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors.
In certain limited circumstances, a shareholder may be entitled to bring a derivative action on behalf of Pubco if a wrong committed against Pubco would otherwise go unredressed. The principal case law in Ireland indicates that to bring a derivative action a person must first establish a prima facie case (1) that a company is entitled to the relief claimed and (2) that the action falls within one of the five exceptions derived from case law, as follows:
where an ultra vires or illegal act is perpetrated;
 where more than a bare majority is required to ratify the “wrong” complained of;
where the shareholders’ personal rights are infringed;
where a fraud has been perpetrated upon a minority by those in control; and
where the justice of the case required a minority to be permitted to institute proceedings.
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owned securities with the right to vote at such meeting representing at least ten per cent of the votes attaching to all such securities.
Irish law also permits shareholders of a company to bring proceedings against that company where its affairs are being conducted, or the powers of the directors are being exercised, in a manner oppressive to the shareholders or in disregard of their interests. The court can grant any relief it sees fit and the usual remedy is the purchase or transfer of the shares of any shareholder.

Advance Notification Requirements for Proposal of Shareholders
Luxembourg – KaleraCayman IslandsIreland - Pubco
One or several shareholders holding at least 10% of the share capital may request that one or more additional items be put on the agenda of any general meeting. This request shall be sent to the registered office of Kalera by registered mail at least five (5) days prior to the holding of the relevant general meeting.
If one or more shareholders representing at least 10% of the share capital request the convening of a general meeting of shareholders in writing, with an indication of the agenda, the board of directors or the internal auditor (if any) must convene such general meeting so that it can be held within a period of one month from receipt of such request.
The Agrico Articles specify that shareholders seeking to bring business before the annual general meeting or to nominate candidates for election as directors at the annual general meeting must deliver notice to the principal executive offices of the company not less than 120 calendar days before the date of Agrico's proxy statement released to members in connection with the previous year’s annual general meeting or, if Agrico did not hold an annual general meeting the previous year, or if the date of the current year's annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the board of directors with such deadline being a reasonable time before Agrico begins to print and send its related proxy materials.
Whilst not specifically provided for in the Cayman Companies Act, as a matter of general practice any shareholder may request the directors of a Cayman Islands company to propose a resolution for consideration at a shareholders’ meeting. Unless the articles of association provide otherwise, the directors have the discretion to refuse any such request, but in doing so must be mindful of their fiduciary duties towards the company. The directors will also need to be mindful of any right set out in the articles of association permitting shareholders to requisition a shareholder meeting (please refer to the discussion under “Meeting of Shareholders” above).
Under Irish law, there is no general right for a shareholder to put items on the agenda of an annual general meeting of a U.S.-listed company, other than as set out in the articles of association of a company. Under the Pubco Articles, in addition to any other applicable requirements, for business or nominations to be properly brought before an annual general meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the corporate secretary.
To be timely for an annual general meeting, a shareholder’s notice to Pubco’s secretary as to the business or nominations to be brought before the meeting must be delivered to or mailed and received at Pubco’s registered office not less than sixty (60) days nor more than 90 days before the first anniversary of the annual general meeting for the prior year. In the event that the date of the annual general meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the member must be so delivered by close of business on the day that is not earlier than ninety (90) days prior to such annual general meeting and not later than the close of business on the later of (a) sixty (60) days prior to the day of the contemplated annual general meeting or (b) ten (10) days after the day on which public announcement of the date of the contemplated annual general meeting is first made by Pubco. In no event shall the public announcement of an
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adjournment or postponement of an annual general meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice.
A shareholder may nominate one or more persons for election as directors at an annual general meeting only pursuant to Pubco’s notice of such meeting or if written notice of such shareholder’s intent to make such nomination or nominations has been received by Pubco’s company secretary not less than sixty (60) nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual general meeting; provided that, if the date of the annual general meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary, notice by the shareholder must be received not earlier than the ninetieth (90th) day prior to such annual general meeting and not later than the close of business on the later of (i) the sixtieth (60th) day prior to such annual general meeting and (ii) the tenth (10th) day following the day on which notice of the date of the annual general meeting was mailed or public disclosure thereof was made by Pubco, whichever first occurs.
For nominations to the board, the notice must include all information about the director nominee that is required to be disclosed in proxies for the election of directors under any applicable securities legislation.
For other business that a shareholder proposes to bring before the meeting, the notice must include a brief description of the business, the reasons for proposing the business at the meeting and a discussion of any material interest of the shareholder in the business.
Whether the notice relates to a nomination to the board of directors or to other business to be proposed at the meeting, the notice also must include information about the shareholder and the shareholder’s holdings of Pubco’s shares.
The chair of the meeting shall have the power and duty to determine whether any business proposed to be brought before the meeting was made
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or proposed in accordance with these procedures (as set out in the Pubco Articles), and if any proposed business is not in compliance with these provisions, to declare that such defective proposal shall be disregarded.
Distributions and Dividends; Repurchases and Redemptions
Luxembourg - KaleraCayman IslandsIreland – Pubco
Pursuant to Luxembourg Company Law, distributions may be made (A) by decision of the general meeting of shareholders in relation to the annual dividend and (B), provided that such possibility is foreseen in the articles of association, which is the case of the Kalera Articles, by the board of directors as interim dividends (acomptes sur dividendes) out of available profits and reserves (including premium and other available reserves).
Of the annual net profits of Kalera, five per cent (5%) at least shall be allocated to the legal reserve. This allocation shall cease to be mandatory as soon and as long as the aggregate amount of such reserve amounts to ten per cent (10%) of the share capital of Kalera.

The Agrico Articles provide that the directors may resolve to pay dividends and other distributions on shares in issue and authorize payment of the dividends or other distributions out of the realized or unrealized profits of the Company, out of the share premium account or as otherwise permitted by law. The directors may pay any dividend or other distribution in cash or in specie by the distribution of specific assets to the shareholder. No prior authorization of the shareholders is required for the company to declare and pay a dividend.
A Cayman Islands company is not permitted to declare or pay a dividend or distribution out of share premium, redeem or repurchase its own shares out of capital or share
The directors may from time to time pay such dividends as appear justified by the profits of Pubco, provided that dividends may only be made out of Pubco’s distributable reserves and if the dividend will not cause Pubco’s net assets to fall below the aggregate of its called up share capital and undistributable reserves (as such terms are calculated in accordance with the Irish Companies Act). No dividend shall bear interest against Pubco.
Shares may be redeemed by Pubco. Any share in Pubco shall be deemed to be a redeemable share as and from the time of existence of an agreement or transaction between Pubco and any person pursuant to which Pubco will acquire a share or shares. Any acquisition by Pubco of shares in
In accordance with Luxembourg Company Law, except for certain cases of reductions of subscribed capital, no distribution to shareholders may be made when on the closing date of the last financial year, the net assets as set out in the company’s annual accounts are, or following such a distribution would become, lower than the amount of the subscribed capital plus those reserves which may not be distributed under the law or under the articles of association.
A) Annual distribution
premium, or enter into a merger or consolidation unless the company is able to pay its debts as they fall due in the ordinary course of business (i.e. is able to satisfy a “cash flow” solvency test). There is no statutory requirement to evidence the solvency test in any form, although, if there is any doubt in respect of the company’s solvency, it would be prudent for the directors to seek auditor or other accounting verification. Similar rules apply in respect to redemptions.
A Cayman Islands company may, if
Pubco other than a surrender for nil value shall constitute a redemption. Any redemption must be funded out of Pubco’s distributable reserves or from the proceeds of a fresh issue of shares. Redemptions are governed by the applicable provisions of the Irish Companies Act and Pubco Articles.
Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of a company, so far as not previously utilized by distribution or
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The amount of an annual distribution to shareholders may not exceed the amount of the profit and loss at the end of the last financial year plus any profits brought forward and sums drawn from reserves available for this purpose, less any losses brought forward and sums placed to reserve in accordance with the law or the articles of association.
In accordance with Luxembourg Company Law, interim dividends may only be paid if the articles of association authorise the board of directors or the management board, as the case may be, to do so. This payment shall furthermore be subject to the following conditions:
a)interim accounts shall be drawn
authorized by its articles of association, issue shares that are redeemable at the option of the company or the holder (redeemable shares) and purchase its own shares, whether redeemable or not. Although a share cannot be redeemed or repurchased if:
it is not fully paid up;
the result would be that there are no shares outstanding; or
the company has commenced liquidation.
The Agrico Articles provide that the company will redeem the Agrico Shares in the following circumstances:

capitalization, less accumulated realized losses of a company, so far as not previously written off in a reduction or reorganization of capital, and includes reserves created by way of capital reduction, on a standalone basis. In addition, no distribution or dividend may be made unless Pubco’s net assets are equal to, or in excess of, the aggregate of Pubco’s called up share capital plus undistributable reserves (as such terms are calculated in accordance with the Irish Companies Act) and the distribution does not reduce Pubco’s net assets below such aggregate.
The determination as to whether or not Pubco has sufficient distributable reserves to fund a dividend must be
up showing that the funds available for distribution are sufficient;
b)the amount to be distributed may not exceed the total profit and loss made since the end of the last financial year for which the annual accounts have been approved, plus any profits brought forward and sums drawn from reserves available for this purpose, less losses brought forward and sums to be placed to reserve pursuant to the requirements of the law or the articles of association;
c)the decision of the board of directors or the management board, as the case may be, to distribute an interim dividend may not be taken more than two months after the date at which the interim accounts as referred to under a° above have been drawn up;
d)the independent auditor (réviseur d’entreprises) in his report addressed to the board of directors or the management board, as the case may be, shall verify whether the conditions provided for above have been fulfilled.
(a)the company will redeem any Agrico Shares properly tendered in connection with a shareholder vote held on the company’s Business Combination (but only if the Business Combination is approved);
(b)the company will redeem any Agrico Shares properly tendered in connection with a shareholder vote to amend the company’s memorandum and articles of association to (A) modify the substance or timing of the company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Agrico Shares if the company does not complete its initial Business Combination within 12 months from the closing of the Agrico IPO (or up to 21 months if the date is extended in accordance with Agrico’s constitutional documents) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity (but only if the amendment is approved)
(c)the company will redeem all Agrico Shares if the company is unable to complete its initial business combination within 21 months from the closing of the Agrico IPO or any further period
made by reference to the “relevant financial statements” of Pubco. The “relevant financial statements” are either the last set of unconsolidated annual audited financial statements or unaudited financial statements properly prepared in accordance with the Irish Companies Act, which give a “true and fair view” of Pubco’s unconsolidated financial position in accordance with accepted accounting practice in Ireland. The “relevant financial statements” must be filed in the Companies Registration Office (the official public registry for companies in Ireland) prior to the making of the distribution.
Consistent with Irish law, the Pubco Articles authorize the directors to pay out dividends without shareholder approval, to the extent they appear justified by profits. The board of directors may also recommend a dividend to be approved and declared by Pubco’s shareholders at a general meeting.
Any general meeting declaring a dividend and any resolution of the directors declaring an interim dividend may direct payment of such dividend or interim dividend wholly or partly by the distribution of specific assets including paid up shares, debentures or debenture
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Where interim distribution payments exceed the amount of the distribution subsequently approved at the general meeting, any such overpayment shall be deemed to have been paid on account of the annual distribution of the subsequent financial year.
B) Interim distribution
In accordance with Luxembourg Company Law, Kalera (or any party acting on its behalf) may repurchase Kalera’s shares and hold them in treasury, provided that in principle:
the shareholders at a general meeting have previously authorized the board of directors to acquire company shares. The general meeting shall determine the terms and conditions of the proposed acquisition and in particular the maximum number of shares to be acquired, the period for which the authorization is given (which may not exceed five years) and, in the case of acquisition for value, the maximum and minimum consideration;
the acquisitions, including shares previously acquired by Kalera and held by it, and shares acquired by persons acting in their own name but on behalf of Kalera, may not have the effect of reducing the unconsolidated net assets of Kalera below the amount of the issued share capital plus the reserves, which may not be distributed by Luxembourg Company Law or under the Kalera Articles;
the repurchase offer must be made on the same terms and conditions to all the shareholders who are in the same position. In addition, as a listed company Kalera may repurchase its ordinary shares on the stock market without having to make or an offer to all of its shareholders; and
only fully paid-up shares may be repurchased.
approved in accordance with the articles of association, subject to applicable law.
stocks assets.
Pubco directors may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to us in relation to Pubco’s shares.
Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Pubco at any time must not exceed 10% of the nominal value of Pubco’s issued share capital. Pubco may not exercise any voting rights in respect of any shares held as treasury shares.
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No prior authorization by shareholders is required (i) if the acquisition is made to prevent serious and imminent harm to Kalera, provided the board of directors informs the next general meeting of shareholders of the reasons for and the purpose of the acquisitions made, the number and nominal values or the accounting value of the shares acquired, the proportion of the subscribed capital which they represent and the consideration paid for them; and (ii) in the case of shares acquired by either Kalera or by a person acting on behalf of Kalera with a view to redistribute the shares to the staff of Kalera or of its subsidiaries, provided that the distribution of such shares is made within 12 months from their acquisition.



Luxembourg Company Law provides for certain further situations in which the above conditions do not apply, including among others the acquisition of shares pursuant to a decision to reduce the share capital of Kalera or the acquisition of shares issued as redeemable shares. Such acquisitions are subject to certain further conditions and may generally not have the effect of reducing the Company’s non-consolidated net assets below the aggregate of subscribed capital and those reserves which may not be distributed by Luxembourg Company Law.
As long as shares are held in treasury, the voting rights attached thereto are suspended and such shares shall not be taken into account when calculating the quorum and majority required for general meetings. Further, to the extent treasury shares are reflected as assets on the balance sheet of Kalera, a non-distributable reserve of the same amount must be reflected on the liabilities side of the balance sheet.
The Kalera Articles provide that shares may be acquired and redeemed in accordance with the Luxembourg Company Law.

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Transactions with Officers or Directors
Luxembourg - KaleraCayman IslandsIreland - Pubco
There are no rules under Luxembourg Company Law preventing a director from entering into contracts or transactions with Kalera to the extent the contract or the transaction is in the corporate interest of Kalera.
Luxembourg Company Law prohibits a director from participating in deliberations and voting on a transaction if such director has a direct or indirect financial interest therein conflicting with the interests of Kalera. The relevant director must disclose his or her interest to the board of directors and abstain from deliberating and voting. The transaction and the director’s interest therein shall be reported, by way of a special report, to the next succeeding general meeting of shareholders. Where, because of conflicts of interest, the number of directors required by the articles to decide and vote on the relevant matter is not reached, the board of directors may, unless otherwise provided for by the articles, decide to refer the decision on that matter to the general meeting of shareholders.
As a matter of Cayman Law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company. Like other fiduciaries, directors are required not to put themselves in a position where there is a conflict (actual or potential) between their personal interests and their duties to the company or between their duty to the company and the duty owed to another person. At common law, however, the company is at liberty to waive completely the rules protecting it as principal in dealings in which the directors have an interest. Typically, the articles of association of a Cayman Islands company will permit directors to attend, be counted in the quorum and usually also to vote on transactions in which they are interested as long as their interest is disclosed. Generally, however, directors should not use for their own profit the company’s assets, opportunities or information and the director will need to be comfortable that they can still discharge their fiduciary duties, including being able to act in best interests of the company on behalf of the
Under the Irish Companies Act and the Pubco Articles, a director who has an interest in a proposal, arrangement or contract is required to declare the nature of his or her interest at the first opportunity either (i) at a meeting of the board at which such proposal, arrangement or contract is first considered (provided such director knows this interest then exists, or in any other case, at the first meeting of the board after learning that he or she is or has become so interested) or (ii) by providing a general notice to the directors declaring that he or she is to be regarded as interested in any proposal, arrangement or contract with a particular person, and after giving such general notice will not be required to give special notice relating to any particular transaction.
Subject to any applicable law or listing rules, a director may vote in respect of any contract, appointment or arrangement in which he or she is interested and will be counted in the quorum present at the meeting. Further, a director may vote on his or her own appointment or arrangement and the terms of it.
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The preceding provisions do not apply where the decision of the board of directors relates to ordinary business entered into under normal conditions.
shareholders, and not be influenced by their own interests.
The Agrico Articles provide that no person shall be disqualified from the office of director or prevented by such office from contracting with the company, either as vendor, purchaser or otherwise, and nor shall any such contract or any contract or transaction entered into by or on behalf of the company in which any director is in any way interested be or be liable to be avoided. The Agrico Articles further provide that any director contracting with the company or being interested in a transaction with the company will not be liable to account to the company for any profit realized by or arising in connection with any such contract or transaction by reason of such director holding office or of the fiduciary relationship thereby established.
The Agrico Articles specify that a director is able to attend, count in the quorum and vote on any resolutions in respect of a contract or transaction in which he is interested provided that the nature of the director’s interest is be disclosed by him at or prior to its consideration and any vote thereon.
The directors may exercise the voting powers conferred by the shares of any other company owned by Pubco, including, those voting powers in favour of any resolution: (a) appointing any director as a director or officer of such other company; or (b) providing for the payment of remuneration or pensions to any director or officer of such other company.
A Pubco director may hold any other office or place of profit under Pubco (other than auditor) in conjunction with his or her office of director for such period and on such terms as to remuneration and otherwise as the Pubco directors may determine.
A Pubco director may act (by himself/herself or through a firm), in a professional capacity for Pubco; and in such a case, will be entitled to remuneration for such professional services as if he or she were not a Pubco director.
A Pubco director may not act as an auditor to Pubco. No Pubco director or nominee for such office shall be disqualified by reason of his/her office from contracting with Pubco.
No Pubco director shall be liable to account to Pubco for any profit realized by any contract in which he/she is interested nor shall such contract be liable to be avoided, by reason of such Pubco director holding such office or of the fiduciary duties established by such office.

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Enforceability of Civil Liabilities
Luxembourg - KaleraCayman IslandsIreland - Pubco
A civil or commercial judgment rendered by a U.S. court would not be automatically enforceable in Luxembourg. This means that judgments for the payment of money rendered in the U.S. are not entitled to full credit and conclusive effect in Luxembourg, but are prima facie evidence only of the merits of the plaintiff’s claim.
There is no treaty between Luxembourg and the U.S. providing for reciprocal recognition and enforcement of judgments rendered in civil and commercial matters.
The judgment creditor who seeks to enforce such a judgment needs to initiate legal proceedings in Luxembourg to have the judgment declared enforceable.
Enforcement proceedings in this particular case need to be instituted by way of writ of summons (assignation / procédure contradictoire – inter parte proceedings) submitted to the District Court, Civil Chamber (Tribunal d’arrondissement siégeant en matière civile). For the filing of such a request, the assistance of a Luxembourg attorney is compulsory.
It is necessary to submit an authenticated, translated copy of the U.S. judgment in combination with a declaration from which it appears that the foreign judgment is enforceable in the country of origin (i.e. U.S.) This declaration has to be made by the U.S. court.
Pursuant to articles 678 et al. of the Luxembourg New Code of Civil Procedure and to Luxembourg case law, the granting of an exequatur (judicial declaration of enforcement) by the Luxembourg District Court is subject to the following requirements:
The courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay
A judgment for the payment of money rendered by a court in the United States based on civil liability would not be automatically enforceable in Ireland. There is no treaty between Ireland and the United States providing for the reciprocal enforcement of foreign judgments.
The following requirements must be met before the U.S. judgment will be deemed to be enforceable in Ireland:
the U.S. judgment must be for a definite sum;
the U.S. judgment is not directly or indirectly for the payment of taxes or other charges of a like nature or a fine or other penalty, for example, punitive or exemplary damage;
the U.S. judgment must be final and conclusive;
the Irish proceedings were commenced within the relevant limitation period;
the U.S. judgment must be provided by a court of competent jurisdiction, as determined by Irish law; and
the U.S. judgment remains valid and enforceable in the U.S. court in which it was obtained.
An Irish court will also exercise its right to refuse judgment if the U.S. judgment was obtained by fraud, violated Irish public policy, is in breach of natural justice or irreconcilable with an earlier foreign judgment.
In certain limited circumstances, a shareholder may be entitled to bring a derivative action on behalf of Pubco if a wrong committed against Pubco would otherwise go unredressed. The principal case law in Ireland indicates that to bring a derivative action a person must first establish a prima facie case (1) that a
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the foreign court order must be enforceable in the country of origin;
the court of origin must have had jurisdiction both according to its own domestic laws and to the Luxembourg conflict of jurisdiction rules; in making this determination, the Luxembourg judge has to consider various elements such as the nationality of the parties, and the terms of the contract especially a jurisdiction clause;
regularity of the procedural rules in light of the laws of the country of origin;
the foreign procedure and decision must not have violated the rights of defense and due process norms;
the foreign court must have applied the law which is designated by the Luxembourg conflict of laws rules, or, at least, the order must not contravene the principles underlying these rules;
enforcement proceedings if concurrent proceedings are being brought elsewhere.
company is entitled to the relief claimed and (2) that the action falls within one of the five exceptions derived from case law, as follows:
where an ultra vires or illegal act is perpetrated;
where more than a bare majority is required to ratify the “wrong” complained of;
where the shareholders’ personal rights are infringed;
where a fraud has been perpetrated upon a minority by those in control; and
where the justice of the case required a minority to be permitted to institute proceedings.
Irish law also permits shareholders of a company to bring proceedings against that company where its affairs are being conducted, or the powers of the directors are being exercised, in a manner oppressive to the shareholders or in disregard of their interests. The court can grant any relief it sees fit and the usual remedy is the purchase or transfer of
the considerations of the foreign order as well as the judgment as such must not contravene Luxembourg international public order;
the foreign order must not have been rendered subsequent to an evasion of Luxembourg law (fraude à la loi).
During the exequatur proceedings, the Luxembourg courts’ review is limited to these specific criteria. In particular, the Luxembourg courts no longer review the merits of the foreign court judgment during exequatur proceedings.
At the end of the proceedings, and if the above-mentioned criteria are satisfied, the foreign judgment is conferred the same status as a Luxembourg final and conclusive judgment rendered by a Luxembourg court.


the shares of any shareholder.
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SUMMARY OF RISK FACTORS
The consummation of the Business Combination and the business and financial condition of Pubco subsequent to the closing are subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect Agrico’s or Kalera’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of Agrico and Kalera prior to the Business Combination and that of Pubco subsequent to the Business Combination. Such risks include, but are not limited to:
substantial doubt regarding Kalera’s ability to continue as a going concern or maintain adequate liquidity to fund its operations;
potential dilutive impact, restrictions or other terms in Kalera’s financing arrangements;
limited ability to assess the management of Kalera’s business;
risks inherent in listing Kalera in the U.S. through the Business Combination, rather than an underwritten public offering, such as the absence of due diligence conducted by underwriters that would be subject to potential liability for material misstatements or omissions in a registration statement;
the parties may not be able to complete the Business Combination within the prescribed time frame;
Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges;
potential conflict of interest when determining whether the terms of the Business Combination or waivers of conditions are appropriate and in Agrico’s or Kalera’s shareholders’ best interest;
the recent development of the coronavirus (COVID-19) pandemic and its multiple variants;
redemption rights with respect to a large number of Agrico’s shares;
the grant and future exercise of registration rights;
sales of a substantial number of Pubco securities following the Business Combination could adversely affect the market price of its securities;
the issuance of the CVR Shares could materially dilute Pubco Shareholders;
Nasdaq may delist Pubco’s securities on its exchange;
Pubco may be a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors;
Pubco may be considered a U.S. corporation for U.S. federal income tax purposes, which could result in adverse U.S. federal tax consequences to Pubco and its investors;
The First Merger may not qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), which could result in adverse U.S. federal tax consequences to U.S. investors who own Agrico securities;
Kalera is in an early commercial phase, and is highly dependent on a successful roll-out and commercialization of its products;
Kalera lacks useful financial information for the accurate estimation of its future capital expenditures and unit economics;
Kalera is an early stage company with a history of losses and expects to continue to incur losses going forward;
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