United States securities and exchange commission logo

                             March 8, 2022

       Fernando Cornejo
       Chief Executive Officer
       Kalera Public Ltd Co
       7455 Emerald Dunes Dr.
       Orlando, Florida 32822

                                                        Re: Kalera Public Ltd
                                                            Draft Registration
Statement on Form S-4
                                                            Submitted February
9, 2022
                                                            CIK No. 0001909152

       Dear Mr. Cornejo:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-4 filed February 9, 2022

       Cover Page

   1.                                                   Please include on the
inside front cover page the information set forth in Item 2 of Form
   2.                                                   Please revise the cover
page to disclose the expected ownership percentages in the
                                                        combined company of
Agrico's public stockholders, the Sponsor and Kalera AS' current
                                                        equity owners if the
business combination is approved and consummated.
       Summary of the Material Terms of the Business Combination, page 8

   3.                                                   We note that certain
shareholders agreed to waive their redemption rights. Please describe
 Fernando Cornejo
Kalera Public Ltd Co
March 8, 2022
Page 2
         any consideration provided in exchange for this agreement.
Q. What conditions must be satisfied to complete the Business Combination?,
page 15

4.       We note your disclosure of a closing condition requiring the receipt
of all necessary
         regulatory approvals and clearances including all antitrust approvals.
We further note your
         disclosure on page 144 stating your business combination agreement is
not subject to any
         federal or state regulatory approval. Please reconcile your disclosure
or advise.
Risk Factors, page 80

5.       Disclose the material risks to unaffiliated investors presented by
taking Kalera AS public
         through a merger rather than an underwritten offering. These risks
could include the
         absence of due diligence conducted by an underwriter that would be
subject to liability for
         any material misstatements or omissions in a registration statement.
6.       We note your disclosure of a potential conflict of interest in the
sponsor recommending to
         consummate the business combination on page 82. Please clarify here if
the sponsor and
         any affiliates can earn a positive rate of return on their investment,
even if other SPAC
         shareholders experience a negative rate of return in the post-business
         company. Please also highlight the risk that the sponsor will benefit
from the completion
         of a business combination and may be incentivized to complete an
acquisition of a less
         favorable target company or on terms less favorable to shareholders
rather than liquidate.
Background of the Business Combination, page 130

7.       Please disclose when each of the potential targets discussed in this
section were eliminated
         from consideration. Please also specify Agrico   s target industries
and areas of expertise
         that were targeted during the evaluation process and why Argico needed
to consult
         industry experts during the review process.
8.       Please revise your disclosure to quantify the initial valuation that
was delivered to
         Kalera as part of the term sheet on October 9, 2021 and describe how
the Agrico Board
         arrived at this valuation. Please also discuss any subsequent
adjustments to the initial
         valuation. Please also discuss why earn-out provisions were included
in December 2021
         and describe these provisions.
Agrico Board's Reasons for the Business Combination, page 136

9.     Please disclose the general criteria and guidelines that Agrico believed
would be
       important in evaluating prospective target businesses. Please also
disclose the valuations
FirstName LastNameFernando Cornejo
       and trading of publicly traded companies and valuations of precedent
merger and
Comapany   NameKalera
       acquisition targetsPublic Ltd Co
                           in similar and adjacent sectors that were considered
by the Agrico
March Board.
       8, 2022 Page 2
FirstName LastName
 Fernando Cornejo
FirstName  LastNameFernando  Cornejo
Kalera Public Ltd Co
March      NameKalera Public Ltd Co
       8, 2022
March3 8, 2022 Page 3
FirstName LastName
Kalera Projected Financial Information, page 139

10.      We note the disclaimer that readers are cautioned not to rely on the
projections in making
         a decision regarding the transaction. While it is acceptable to
include qualifying language
         concerning subjective analyses, it is inappropriate to indicate that
investors cannot rely on
         disclosure. Please revise accordingly.
11.      Please disclose the related costs of opening the projected number of
facilities for the years
         ending December 31, 2022, 2023, 2024, 2025 and 2026 and the projected
net income for
         each of those years.
Information About Kalera, page 182

12.      Please balance your disclosure related to the $30 billion total
addressable market for leafy
         greens by discussing Kalera AS' current market share. Please also
place your disclosure
         in appropriate context with reference to your limited sales to date,
history of losses and
         accumulated deficit of approximately $22.5 million. Please also
provide the basis for the
         claim that Kalera is one of the fastest growing vertical farming
companies in the world.
Partnerships and Acquisitions, page 189

13.      We note the disclosure Kalera's partnership with Signify (Phillips)
and ongoing
         collaborations with both the University of Florida and A*STAR. Please
provide a more
         fulsome discussion of these arrangements, including clarifying the
responsibilities of the
         parties, any intellectual property rights transferred, any payments
made, and any term or
         expiration dates. To the extent these are formal collaboration
agreements, please file
         these agreements as exhibits to this registration statement or explain
why you believe such
         filing is unnecessary.
Intellectual Property Rights, page 194

14.      Please revise your disclosure to include the type of patent
protection, jurisdictions where
         protected, ownership status, and expiration dates for all of Kalera
AS' material patents.
Management of Pubco Following the Business Combination, page 214

15.      For the background disclosure of Pubco's directors and officers
following the business
         combination, please describe the business experience of each director
or officer during the
         past five years including their principal occupations and the name and
principal business
         of any corporation where they were employed. Refer to Regulation S-K
Item 401(e)(1). In
         addition, for each director, briefly discuss the specific experience,
qualifications, attributes
         or skills that led to the conclusion that the person should serve as a
Certain Relationships and Related Person Transactions
Agrico Related Person Transactions, page 231

16.      Please quantify the aggregate value of all payments and
reimbursements, including
 Fernando Cornejo
Kalera Public Ltd Co
March 8, 2022
Page 4
      amounts due to the sponsor, officers and directors, and any affiliates
under the terms of
      the Business Combination agreements.
Agrico Acquisition Corp. Financial Statements
Note 7 - Warrants , page F-48

17.   Please explain to us how you determined that the public and private
placement warrants
      meet the criteria for equity treatment. We reference your disclosure in
Note 9 on page F-
      49 that "in view of the new guidance from the SEC, the Company determined
that the
      warrants may contain the features identified in the guidance therefore
the Company
      continues to evaluate the instruments for appropriate accounting
treatment." We also note
      that in the Agrico Acquisition Corp. Form S-1 filed June 28, 2021 the
Capitalization table
      on page 64 reflects the warrants as liabilities in accordance with the
guidance in ASC
&EVER GMBH Financial Statements , page F-50

18.   Please explain to us how you considered the updating requirements of Item
8.A. of
      Form 20-F for the financial statements of &EVER GMBH.
       You may contact Julie Sherman at 202-551-3640 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Christopher Edwards at 202-551-6761 with
any other

FirstName LastNameFernando Cornejo
                                                            Division of
Corporation Finance
Comapany NameKalera Public Ltd Co
                                                            Office of Life
March 8, 2022 Page 4
cc:       David Dixter, Esq.
FirstName LastName