Kalera AS (EURONEXT GROWTH OSLO: KAL) and Agrico Acquisition Corp. (NASDAQ: RICO) announced today that the U.S. Securities and Exchange Commission (“SEC”) has declared effective the registration statement on Form S-4 of Kalera Public Limited Company (Result of SPAC between Kalera AS & Agrico Acquisition Corp), which includes a proxy statement/prospectus in connection with the Kalera Special Meeting and the Agrico Special Meeting to consider matters related to the previously announced proposed business combination of Kalera and Agrico.
Additionally, Kalera today announced that it has set a meeting date of June 27, 2022 for the Kalera Special Meeting and a record date of June 6, 2022, and Agrico today announced that it has set a meeting date of June 27, 2022 for the Agrico Special Meeting and a record date of May 12, 2022.
“We are pleased that the SEC has declared the Kalera registration statement effective, and we are ready to move forward with the consummation of the business combination,” said Curtis McWilliams, Interim CEO and incoming Chair of Kalera’s board of directors. “Since the announcement, a significant amount of capital has been raised. The board has made the decision to go ahead and waive the minimum cash closing condition to provide our shareholders assurances of the opportunity, if approved, to close the merger and transfer to the more liquid NASDAQ exchange.”
Kalera Shareholder Vote
Kalera’s shareholders of record at the close of business on the Kalera Record Date are entitled to vote their Kalera ordinary shares at the Kalera Special Meeting.
The Kalera Special Meeting will take place on June 27, 2022, at the time as set out in the proxy and voting card in relation to the Kalera Special Meeting, and will be conducted via live webcast at the following link.
Agrico Shareholder Vote
Agrico’s shareholders of record at the close of business on the Agrico Record Date are entitled to vote their Agrico ordinary shares at the Agrico Special Meeting.
The Agrico Special Meeting will take place at 10:00 a.m., Eastern Time, on June 27, 2022 and will be held at the offices of Maples and Calder (Cayman) LLP at 121 South Church Street, Ugland House, Grand Cayman, Cayman Islands and virtually at the following link.
In connection with the Agrico Special Meeting, Agrico shareholders that wish to exercise their redemption rights must do so no later than 5:00pm Eastern Time on June 23, 2022 (two (2) business days prior to the Agrico Special Meeting) by following the procedures as specified in the definitive proxy statement/ prospectus for the Agrico Special Meeting. There is no requirement that shareholders affirmatively vote for or against the business combination at the Agrico Special Meeting in order to redeem their shares for cash.
To learn more about Agrico’s shareholder vote, read their press release here.
Waiver of Minimum Cash Condition
Kalera also announced today that it waived the minimum cash closing condition. The minimum cash condition provides that, after the holders of Agrico shares have exercised their redemption rights and assuming the payment of all transaction expenses, the aggregate amount of cash proceeds received or available to Kalera at or prior to the consummation of the business combination in respect of debt or equity financing and the amount in the trust account must equal $100 million in order for Kalera to be required to consummate the business combination.
Despite the waiver of the condition, if the minimum cash condition is not satisfied upon the consummation of the business combination, Agrico’s sponsor promote will be proportionately forfeited as outlined in the Sponsor Support Agreement.