SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|OTC Pink Limited|
|OTC Pink Limited|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement.
On May 5, 2023, Kalera PLC’s (the “Company”) subsidiary, Kalera SA (“Kalera”) entered into a stock purchase agreement (“SPA”) with the Company and SANDTON CAPITAL SOLUTIONS MASTER FUND V, L.P. (“Purchaser”) pursuant to which the Purchaser acquired 100% of the issued and outstanding shares of common stock, par value $0.0001 per share (the “Transferred Shares”) of Vindara Inc. (“Vindara”), one of the Company’s subsidiaries that is a seed development company for indoor farming.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective May 5, 2023, Kalera sold 100% the Transferred Shares contemplated in the SPA described in Item 1.01 above. The purchase price for the Transferred Shares was approximately $3.99 million, which included Purchaser’s forgiveness of Kalera Inc.’s $3,300,000 debt to Purchaser, subject to certain adjustments as set forth in the SPA. The $3,300,000 debt was indebtedness of Kalera, Inc. pursuant to the Farm Credit Loan and Security Agreement, dated as of April 14, 2022, by and between Kalera, Inc. and Farm Credit of Central Florida, ACA, which was guaranteed by Vindara.
The foregoing description of the SPA for the sale of Vindara does not purport to be complete, and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|Exhibit||Description of Exhibit|
Stock Purchase Agreement, dated May 5, 2023, by and among Kalera SA, Kalera PLC and SANDTON CAPITAL SOLUTIONS MASTER FUND V, L.P.
Cover Page Interactive Data Fie (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|KALERA PUBLIC LIMITED COMPANY|
|Dated May 11, 2023|
|By:||/s/ Fernando Cornejo|
|Title:||Chief Financial Officer|