Kalera Public Limited Company and Agrico Acquisition Corp. announced earlier last week, the completion of their previously announced business combination.
The SPAC, will trade under Kalera’s name and started trading ordinary shares and warrants under the new ticker symbol KAL & KALWW, respectively, starting Wednesday 29th June 2022.
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Update on Share Structure
Pursuant to the Sponsor Support Agreement entered into on January 30, 2022, upon the consummation of the business combination approximately 1.8 million shares (50%) of Agrico Class B common stock were first converted into Agrico Class A common stock on a one-for-one basis, then into Kalera Shares on a one-for-one basis. The remaining 50% of the Agrico Class B common stock was forfeited to Agrico.
In connection with the closing of the transaction, Agrico received elections to redeem approximately 14.3 million of its outstanding ordinary shares.
As a consequence, Kalera S.A. shareholders now own an aggregate of approximately 19.1 million Kalera Shares and Agrico shareholders own an aggregate of approximately 2.2 million Kalera Shares, representing approximately 90% and 10% of the issued and outstanding common stock of the combined company respectively.
Update on Warrant Structure
Upon the consummation of the business combination, an aggregate of 14,437,500 Agrico warrants were converted into an equivalent amount of Kalera Warrants, each exercisable for a single Kalera Share at $11.50 per share.
Additionally, Kalera S.A. shareholders received an aggregate of 105,719,212 contractual Contingent Value Rights (“CVRs”) and, upon the achievement of certain milestones during the two-year period following the closing of the business combination, each CVR will entitle them to receive up to two payments in the form of additional Kalera Shares. Each such payment will consist of shares representing the relevant shareholder’s pro rata portion of 5% of the fully diluted equity of Kalera as of the date of completion of the transaction.