KAL / Kalera Public Limited Company - Class A - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Kalera Public Limit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incorpo

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2023 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incorpora

EX-10.1

Exhibit 10.1

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2023 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incorp

EX-16.1

Exhibit 16.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 Kalera Public Limit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incorpo

KALERA PLC RECEIVES NOTICE OF DELISTING FROM NASDAQ

Exhibit 99.1 KALERA PLC RECEIVES NOTICE OF DELISTING FROM NASDAQ Orlando, Fla, April 10, 2023 (GLOBE NEWSWIRE) — Kalera Public Limited Company (“Kalera PLC” or the “Company”) (Nasdaq: KAL), a vertical farming company headquartered in Orlando, Florida, today announced that on April 6, 2023, it received a delisting notification from Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that Nasdaq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 Kalera Public Limit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incorpo

KALERA PLC ANNOUNCES ITS WHOLLY-OWNED AND MAIN OPERATING SUBSIDIARY, KALERA, INC., FILES FOR CHAPTER 11 PROTECTION TO PURSUE FINANCIAL AND OPERATIONAL REOGRANIZATION. Kalera, Inc. Files for Protection under Chapter 11 to Explore Strategic Alternative

Exhibit 99.1 KALERA PLC ANNOUNCES ITS WHOLLY-OWNED AND MAIN OPERATING SUBSIDIARY, KALERA, INC., FILES FOR CHAPTER 11 PROTECTION TO PURSUE FINANCIAL AND OPERATIONAL REOGRANIZATION. Kalera, Inc. Files for Protection under Chapter 11 to Explore Strategic Alternatives Kalera, Inc. Agrees to $5.1 million Debtor-in-Possession (DIP) Financing to Support Continuing of Operations During Proceedings Kalera,

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.5 EXHIBIT 5 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. T

IE0009BOA4C9 / Kalera PLC / de Jong Brent - SC 13D Activist Investment

SC 13D SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Kalera Public Limited Company (Name of Issuer) Ordinary Shares G52251 108 (CUSIP Number) 0100 (Primary Standard Industrial Classification Code Number) Fernando Cornejo Kalera plc 7455 Emerald Dunes Dr., Suite 2100 Orlando, FL, 32822 Telephone + 1 (407) 574-8204 (Name, Address and T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2023 Kalera Public Li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2023 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 1, 2023 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2022 Kalera Public L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 Kalera Public L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2022 Kalera Public Li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of inco

Kalera Announces Restructuring Process for German Subsidiary

Exhibit 99.1 Kalera Announces Restructuring Process for German Subsidiary November 28, 2022 ORLANDO, Fla., Nov. 28, 2022 (GLOBE NEWSWIRE) - Kalera Public Limited Company (“Kalera” or the “Company”) (Nasdaq: KAL), a vertical farming company headquartered in Orlando, Fla., today announced that the Company has decided to initiate the restructuring of its German subsidiary, Kalera GmbH (f/k/a “&ever”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2022 Kalera Public L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 Kalera Public L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of inc

IE0009BOA4C9 / Kalera PLC / GEM Global Yield LLC SCS - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* KALERA PUBLIC LIMITED COMPANY (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) G52251 108 (CUSIP Number) November 9,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41439 Kalera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Form of Class A Warrant

Exhibit 4.1 CLASS A ORDINARY SHARE PURCHASE WARRANT kalera public limited company Warrant Shares: Initial Exercise Date: October 31, 2022 Issuance Date: October 31, 2022 THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value of $0.0001 received by the Company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and th

Form of Pre-Funded Warrant

Exhibit 4.2 PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT KALERA PUBLIC LIMITED COMPANY Warrant Shares: Initial Exercise Date: October 31, 2022 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, , or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

Kalera Public Limited Company Announces Pricing of $8.84 Million Public Offering

Exhibit 99.1 Kalera Public Limited Company Announces Pricing of $8.84 Million Public Offering ORLANDO, Fla., October 26, 2022 (GLOBE NEWSWIRE) – Kalera Public Limited Company (“Kalera” or the “Company”) (Nasdaq: KAL), a vertical farming company headquartered in Orlando, Florida, today announced the pricing of its public offering of an aggregate of 68,000,000 units at a public offering price of $0.

Placement Agency Agreement, dated October 26, 2022 between the Company and Maxim Group LLC

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT October 26, 2022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), Kalera Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland with registered number 606356 (the “Company”), hereby agrees to sell up to an aggrega

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 26, 2022, between Kalera Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland with registered number 606356 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 Kalera Public Li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of inco

KALERA PUBLIC LIMITED COMPANY UP TO 68,000,000 UNITS consisting of Ordinary Shares or Pre-Funded Warrants to Purchase Ordinary Shares and Class A Warrants to Purchase Ordinary Shares

Filed Pursuant to Rule 424(b)(1) Registration No. 333-267797 PROSPECTUS KALERA PUBLIC LIMITED COMPANY UP TO 68,000,000 UNITS consisting of Ordinary Shares or Pre-Funded Warrants to Purchase Ordinary Shares and Class A Warrants to Purchase Ordinary Shares We are offering on a best efforts basis up to 68,000,000 Units, each consisting of one ordinary share of Kalera Public Limited Company, a public

Form of Class A Warrant

Exhibit 4.11 CLASS A ORDINARY SHARE PURCHASE WARRANT kalera public limited company Warrant Shares: Initial Exercise Date: , 2022 Issuance Date: , 2022 THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value of $0.0001 received by the Company, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions herein

October 21, 2022

October 21, 2022 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jessica Ansart Re: Kalera Public Limited Company Registration Statement on Form S-1, as amended (File No. 333-267797) Ladies and Gentlemen: As the underwriter of the proposed offering of Kalera Public Limited Company (the ?Company?), we hereby join the Company?s request for acceleration of t

October 21, 2022

October 21, 2022 Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3720 Re: Kalera Public Ltd Co Registration Statement on Form S-1 File No. 333-267797 Acceleration Request Requested Date: October 25, 2022 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461(a) under the Securities

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 ………….. (Form Type) Kalera Public Limited Company …………………………………………………….. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration

Form of Pre-Funded Warrant

Exhibit 4.12 PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT KALERA PUBLIC LIMITED COMPANY Warrant Shares: Initial Exercise Date: , 2022 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, , or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft

As filed with the Securities and Exchange Commission on October 20, 2022.

As filed with the Securities and Exchange Commission on October 20, 2022. Registration No. 333-267797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kalera Public Limited Company (Exact Name of Registrant as Specified in Its Charter) Republic of Ireland 0100 Not Applicable (State or Other Ju

Filing Fee Table

EX-FILING FEES 13 ex107.htm Exhibit 107 Calculation of Filing Fee Table Form S-1 ………….. (Form Type) Kalera Public Limited Company …………………………………………………….. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

Form of Warrant Agency Agreement

Exhibit 4.13 Kalera Public Limited Company and Computershare Inc. and Computershare Trust Company, N.A., jointly as Warrant Agent Warrant Agency Agreement Dated as of October [ ], 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of October [ ], 2022 (?Agreement?), between Kalera Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this ?Agreement?), Kalera Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland with registered number 606356 (the ?Company?), hereby agrees to sell up to an aggregate of $ of

Form of Securities Purchase Agreement

Exhibit 10.28 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of , 2022, between Kalera Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland with registered number 606356 (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purch

Form of Pre-Funded Warrant

Exhibit 4.12 PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT KALERA PUBLIC LIMITED COMPANY Warrant Shares: Initial Exercise Date: , 2022 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (this ?Warrant?) certifies that, for value received, , or its assigns (the ?Holder?), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft

Amended and Restated Secured Convertible Bridge Promissory Note, dated August 22, 2022, by and among Kalera plc, Vindara Inc., Kalera GmbH, Lightrock Growth Fund I S.A., SICAV-RAIF, Canica AS, NOX Culinary General Trading Company LLC and De Jong Capital LLC

Exhibit 4.7 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND APPLICABLE STATE LAWS. AMENDED AND RESTATED SECURED PROMISSORY NOTE Up to $20,000,000 August 22, 2022 FOR VALUE RECEIVED, KALERA PUBLIC LIMITED COM

Form of Class A Warrant

Exhibit 4.11 CLASS A ORDINARY SHARE PURCHASE WARRANT kalera public limited company Warrant Shares: Initial Exercise Date: , 2022 THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value of $0.0001 received by the Company, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at an

Second Amended and Restated Secured Convertible Bridge Promissory Note, dated September 19, 2022 by and among Kalera plc, Vindara Inc., Kalera GmbH, Lightrock Growth Fund I S.A., SICAV-RAIF, Canica AS, NOX Culinary General Trading Company LLC, Macama AS and De Jong Capital LLC

Exhibit 4.8 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND APPLICABLE STATE LAWS. SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE Up to $20,000,000 September 19, 2022 FOR VALUE RECEIVED, KALERA PUBLIC L

As filed with the Securities and Exchange Commission on October 17, 2022.

As filed with the Securities and Exchange Commission on October 17, 2022. Registration No. 333-267797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kalera Public Limited Company (Exact Name of Registrant as Specified in Its Charter) Republic of Ireland 0100 Not Applicable (State or Other Ju

LETTER

United States securities and exchange commission logo October 13, 2022 Fernando Cornejo Chief Financial Officer Kalera Public Limited Company 10 Earlsfort Terrace Dublin 2, D02 T380 Ireland Re: Kalera Public Limited Company Registration Statement on Form S-1 Filed October 7, 2022 File No.

Second Amended and Restated Secured Convertible Bridge Promissory Note, dated September 19, 2022 by and among Kalera plc, Vindara Inc., Kalera GmbH, Lightrock Growth Fund I S.A., SICAV-RAIF, Canica AS, NOX Culinary General Trading Company LLC, Macama AS and De Jong Capital LLC

Exhibit 4.8

Power of attorney (included on the signature page to the initial filing of this Registration Statement).

As filed with the Securities and Exchange Commission on October 7, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kalera Public Limited Company (Exact Name of Registrant as Specified in Its Charter) Republic of Ireland 0100 Not Applicable (State or Other Jurisdiction of Incorporati

Amended and Restated Secured Convertible Bridge Promissory Note, dated August 22, 2022, by and among Kalera plc, Vindara Inc., Kalera GmbH, Lightrock Growth Fund I S.A., SICAV-RAIF, Canica AS, NOX Culinary General Trading Company LLC and De Jong Capital LLC

Exhibit 4.7

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 ????.. (Form Type) Kalera Public Limited Company ????????????????????.. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration

This presentation contains a number of forward-looking statements. Words such as “accelerate,” “adapt,” “advance,” “allow,” “anticipate,” “believe,” “deliver,” ”enable,” “execute,” “expand,” “expect,” “grow,” “improve,” “invest,” “maintain,” “manage,

This presentation contains a number of forward-looking statements. Words such as ?accelerate,? ?adapt,? ?advance,? ?allow,? ?anticipate,? ?believe,? ?deliver,? ?enable,? ?execute,? ?expand,? ?expect,? ?grow,? ?improve,? ?invest,? ?maintain,? ?manage,? ?minimize? ?mitigate,? ?navigate? ?offset,? ?plan,? ?position,? ?prepare,? ?preserve,? ?protect,? ?provide,? ?reduce,? ?utilize,? ?will,? and variat

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 kalera-8xkip4873x1211x4740.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 22, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Appl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of in

Kalera PLC 2022 Long-Term Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (File No. 333-267117), filed with the SEC on August 26, 2022

Exhibit 99.1 KALERA PLC 2022 LONG-TERM STOCK INCENTIVE PLAN Section 1. Purpose. The purposes of this Kalera PLC 2022 Long-Term Stock Incentive Plan are to promote the interests of the Company and its stockholders by (i) attracting and retaining employees and directors of, and consultants to, the Company and its Subsidiaries, as defined below; (ii) motivating such individuals by means of performanc

Filing Fee Table

EX-FILING FEES 2 exhibit107-sx8.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE Form S-8 (Form type) KALERA PUBLIC LIMITED COMPANY (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount o

As filed with the Securities and Exchange Commission on August 26, 2022

S-8 1 kalera-formsx82022.htm S-8 As filed with the Securities and Exchange Commission on August 26, 2022 Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kalera Public Limited Company (Exact Name of Registrant as Specified in its Charter) Republic of Ireland N/A (State or Other Jurisdiction

PROSPECTUS FOR UP TO 16,743,750 ORDINARY SHARES UP TO 14,437,500 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS AND UP TO 6,171,875 WARRANTS OF KALERA PUBLIC LIMITED COMPANY

424B3 1 kaleraresale424b.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266210 PROSPECTUS FOR UP TO 16,743,750 ORDINARY SHARES UP TO 14,437,500 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS AND UP TO 6,171,875 WARRANTS OF KALERA PUBLIC LIMITED COMPANY This prospectus relates to the ordinary shares, with a nominal value of $0.0001 (the “Kalera Ordinary Shares”), of Kalera Publ

Office of Life Sciences

CORRESP 1 filename1.htm August 22, 2022 Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3720 Re: Kalera Public Ltd Co Registration Statement on Form S-1 File No. 333-266210 Acceleration Request Requested Date: August 23, 2022 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461(a)

As filed with the Securities and Exchange Commission on August 19, 2022.

As filed with the Securities and Exchange Commission on August 19, 2022. Registration No. 333-266210 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kalera Public Limited Company (Exact Name of Registrant as Specified in Its Charter) Republic of Ireland 6770 Not Applicable (State or Other Jur

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1/A ????.. (Form Type) Kalera Public Limited Company ????????????????????.. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registratio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41439 Kalera Publ

(Check one) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended 6/30/2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Tr

OMB APPROVAL UNITED STATES OMB Number: [?] SECURITIES AND EXCHANGE COMMISSION Expires: [?] Washington, D.

As filed with the Securities and Exchange Commission on August 10, 2022.

As filed with the Securities and Exchange Commission on August 10, 2022. Registration No. 333-266210 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kalera Public Limited Company (Exact Name of Registrant as Specified in Its Charter) Republic of Ireland 6770 Not Applicable (State or Other Jur

Kalera Public Limited Company 7455 Emerald Dunes Dr. Orlando, FL 32822

Kalera Public Limited Company 7455 Emerald Dunes Dr. Orlando, FL 32822 August 10, 2022 Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3010 Re: Kalera Public Ltd Co Registration Statement on Form S-1 Filed July 19, 2022 File No. 333-266210 Ladies and Gentlemen: Kalera Public Limited Company (the ?Compa

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1/A ………….. (Form Type) Kalera Public Limited Company …………………………………………………….. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registratio

LETTER

United States securities and exchange commission logo August 2, 2022 Fernando Cornejo Chief Financial Officer Kalera Public Limited Company 7455 Emerald Dunes Dr.

As filed with the Securities and Exchange Commission on July 19, 2022.

As filed with the Securities and Exchange Commission on July 19, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kalera Public Limited Company (Exact Name of Registrant as Specified in Its Charter) Republic of Ireland 6770 Not Applicable (State or Other Jurisdiction of Incorporation

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 ????.. (Form Type) Kalera Public Limited Company ????????????????????.. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration

KAL / Kalera Public Limited Company - Class A / Lightrock Growth Fund I S.A., SICAV-RAIF - SC 13D Activist Investment

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Kalera Public Limited Company (Name of Issuer) Ordinary Shares G52251 108 (CUSIP Number) 6770 (Primary Standard Industrial Classification Code Number) 10 Earlsfort Terrace Dublin 2, D02 T380, Ireland Telephone + 353 01 920 1000 (Name, Address and Telephone Number of Person Authorized to R

Securities Purchase Agreement between Kalera plc and Armistice Capital Master Fund Ltd., dated July 7, 2022 (Incorporated by reference to Exhibit 1 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 14, 2022

EX-1 2 kal-formofsecuritiespurcha.htm EX-1 Exhibit 1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2022, between Kalera Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland with registered number 606356 (the “Company”), and each purchaser identified on the signature pages hereto (each, i

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incorpor

Registration Rights Agreement between Kalera plc and Armistice Capital Master Fund Ltd., dated July 7, 2022 (Incorporated by reference to Exhibit 2 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 14, 2022

EX-2 3 kal-formofregistrationrigh.htm EX-2 Exhibit 2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July , 2022, between Kalera Public Limited Company, a Republic of Ireland corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). Thi

Indemnification Deed - Maria Sastre (Incorporated by reference to Exhibit 10.26 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.26 21 exhibit1026-super8xk.htm EX-10.26 Exhibit 10.26 EXECUTION VERSION DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. MARIA SASTRE DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated i

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AS OF MARCH 31, 2022 (in thousands of United States Dollars, except share and per share amounts)

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Introduction On June 28, 2022 (the “Closing Date”), Kalera SA (f/k/a Kalera AS), a société anonyme existing under the laws of the Grand Duchy of Luxembourg, having its registered offic

Pubco Contingent Value Rights Agreement

Exhibit 4.3 Execution Version Contingent Value Rights Agreement between Kalera plc and Computershare Inc. and Computershare Trust Company, N.A., collectively, as Rights Agent Dated as of June 28, 2022 Table of Contents Page ARTICLE I DEFINITIONS; INTERPRETATION 1 Section 1.01 Definitions 1 Section 1.02 Interpretation 3 ARTICLE II CONTINGENT VALUE RIGHTS 3 Section 2.01 Holders of CVRs; Appointment

Indemnification Deed - Sonny Perdue (Incorporated by reference to Exhibit 10.28 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 10.28 Execution Version Dated JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. SONNY PERDUE DEED OF INDEMNIFICATION This DEED OF IDEMNIFICATION (this ?Deed?) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the ?Company?) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356), Kaler

Indemnification Deed - Dr. Jade Stinson (Incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 10.19 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. DR. JADE STINSON DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this ?Deed?) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the ?Company?) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356),

Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-21.1 26 exhibit211-super8xk.htm EX-21.1 Exhibit 21.1 Name Jurisdiction or State of Incorporation Kalera S.A. Luxembourg Iveron Materials Inc. Delaware Kalera Inc. Delaware Vindara Inc. Delaware Kalera Gmbh Germany Kalera Real Estate Holdings LLC Delaware Kalera Singapore PTE. LTD Republic of Singapore Smart Soil Technologies Gmbh Germany Kalera Middle East Holding Ltd UAE Wafra Agriculture for

- Fernando Cornejo (Incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.23 18 exhibit1023-super8xk.htm EX-10.23 Exhibit 10.23 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. FERNANDO CORNEJO DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporat

- Keri Gasiorowski (Incorporated by reference to Exhibit 10.25 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.25 20 exhibit1025-super8xk.htm EX-10.25 Exhibit 10.25 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. KERI GASIOROWSKI DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporat

KALERA AS AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 2022 AND DECEMBER 31, 2021 FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

EX-99.1 27 exhibit991-super8xk.htm EX-99.1 Exhibit 99.1 KALERA AS AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 2022 AND DECEMBER 31, 2021 AND FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 1 KALERA AS AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2022 AND DECEMBER 31, 2021 (In thousands) Unaudited March 31, 2022 December 31, 2021 Assets Current assets:

Indemnification Deed - Jim Leighton (Incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.24 19 exhibit1024-super8xk.htm EX-10.24 Exhibit 10.24 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. JIM LEIGHTON DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated i

Indemnification Deed - Brent de Jong (Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 10.17 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. BRENT DE JONG DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this ?Deed?) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the ?Company?) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356), Kal

Maxim Registration Rights Agreement (Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June , 2022, between Kalera Public Limited Company, a corporation incorporated in the Republic of Ireland (the ?Company?), and the parties signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to that cer

- Dr. Henner Schwarz (Incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 10.21 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. DR. HENNER SCHWARZ DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this ?Deed?) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the ?Company?) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356)

Amended and Restated Constitution of Kalera plc (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 3.1 Companies Act 2014 PUBLIC LIMITED COMPANY CONSTITUTION OF KALERA PUBLIC LIMITED COMPANY MEMORANDUM OF ASSOCIATION 1. The name of the Company is KALERA PUBLIC LIMITED COMPANY. 2. The Company is a public limited company, registered under Part 17 of the Companies Act 2014. 3. The objects for which the Company is established are: 3.1 To carry on the business of a holding company and to co-

.4 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 10.4 KALERA PLC 2022 LONG-TERM STOCK INCENTIVE PLAN Section 1. Purpose. The purposes of this Kalera PLC 2022 Long-Term Stock Incentive Plan are to promote the interests of the Company and its stockholders by (i) attracting and retaining employees and directors of, and consultants to, the Company and its Subsidiaries, as defined below; (ii) motivating such individuals by means of performanc

Indemnification Deed - Robert Arnall (Incorporated by reference to Exhibit 10.27 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.27 22 exhibit1027-super8xk.htm EX-10.27 Exhibit 10.27 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. ROBERT ARNALL DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated

- Dr. Cristian Toma (Incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 10.20 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. DR. CRISTIAN TOMA DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this ?Deed?) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the ?Company?) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356),

Indemnification Deed - Umur Hursever (Incorporated by reference to Exhibit 10.29 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.29 24 exhibit1029-super8xk.htm EX-10.29 Exhibit 10.29 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. UMUR HURSEVER DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incorpo

Registration Rights Agreement (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of June 28, 2022, by and among (i) Kalera Public Limited Company, a private limited company incorporated in Ireland with registered number 606356 (together with its successors, ?Pubco?), and (ii) the undersigned parties listed as ?Investors? on the signature page hereto (each

Assignment and Assumption Agreement (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 4.2 Execution version ASSIGNMENT AND ASSUMPTION AGREEMENT between AGRICO ACQUISITION CORP. KALERA PUBLIC LIMITED COMPANY COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated June 28, 2022 THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this ?Agreement?), dated June 28, 2022, is made by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Kalera Public

Kalera plc’s Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 14.1 KALERA PLC CODE OF BUSINESS CONDUCT AND ETHICS I. Introduction A. Purpose This Code of Business Conduct and Ethics (the ?Code?) contains general guidelines for conducting the business of Kalera plc (the ?Company? or ?we?) consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws,

Amended and Restated Warrant Agreement for Kalera Warrants (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 4.1 Execution Version SECOND AMENDED AND RESTATED WARRANT AGREEMENT This AMENDED AND RESTATED WARRANT AGREEMENT (this ?Agreement?) is made as of June 28, 2022, between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1 1102, Cayman Islands (?Company?), and Computershare Inc., a Delaware corporation and its affiliate

Indemnification Deed - Curtis McWilliams (Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 10.18 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. CURTIS MCWILLIAMS DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this ?Deed?) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the ?Company?) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356),

- Andrea Weiss (Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

Exhibit 10.14 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. ANDREA WEISS DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this ?Deed?) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the ?Company?) (f/k/a Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356), Kale

- Dr. Faisal AIMeshal (Incorporated by reference to Exhibit 10.22 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.22 17 exhibit1022-super8xk.htm EX-10.22 Exhibit 10.22 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. FAISAL ALMESHAL DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporate

Indemnification Deed - Austin Martin (Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.16 11 exhibit1016-super8xk.htm EX-10.16 Exhibit 10.16 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. AUSTIN MARTIN DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated

- Aric Nissen (Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K (File No. 001-41439), filed with the SEC on July 5, 2022

EX-10.15 10 exhibit1015-super8xk.htm EX-10.15 Exhibit 10.15 Execution Version DATED JUNE 28, 2022 KALERA PUBLIC LIMITED COMPANY KALERA, INC. ARIC NISSEN DEED OF INDEMNIFICATION This DEED OF INDEMNIFICATION (this “Deed”) is dated as of June 28, 2022 and is between Kalera plc, an Irish public company limited by shares (the “Company”) (f/k/a Figgreen Limited, a private limited company incorporated in

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2022 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland 001-41439 Not Applicable (State or other jurisdiction of incorpo

– 2 –

Exhibit 99.1 Kalera Public Limited Company announces its share structure following the business combination with Agrico Acquisition Corp. Orlando, Florida, 29 June 2022 ? Kalera Public Limited Company ( ?Kalera?) and Agrico Acquisition Corp. (?Agrico?) today announced the completion of their previously announced business combination. The combined company will retain the Kalera name and will commen

The description of the Company’s ordinary shares contained in the Company’s Registration Statement on Form 8-A filed with the Commission on June 28, 2022 (File No. 001-41439), including any amendments or reports filed for the purpose of updating such description.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Kalera Public Limited Company (Exact name of registrant as specified in its charter) Republic of Ireland Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No

CERT

Kalera – Update on the proposed business combination of Kalera and Agrico

425 1 form4256242022.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Kalera – Update on the proposed business combination of Kalera and Agrico Orlando, Florida, June 24, 2022 – Reference is made to previous stock exchange announcements publishe

Kalera – Proposed business combination of Kalera and Agrico – Sufficient amount of votes received

Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp.

Kalera – Merger consideration shares

425 1 kalera425612022.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Kalera – Merger consideration shares Orlando, Florida, May 31, 2022 – Reference is made to the previous stock exchange announcements published in connection with the merger b

AGRICO ACQUISITION CORP. Boundary Hall, Cricket Square Grand Cayman KY1-1102 Cayman Islands NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON JUNE 27, 2022

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-264422 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 June 27, 2022, at the offices of Maples and Calder (Cayman) LLP at 121 South

LETTER

BofA SECURITIES ~ ~ Global Corpe, ate & Investment Banking BofA Securities, Inc. One Bryant Park, New York, NY 10036 May 10. 2022 Securities and Exchange Com mission 100 F Street, N.E. Washington. D.C. 20549 Re: Registration Stateme nt o n Form S-4 (Registration No. 333-264422) To whom it may concern: Reference is made to the above-referenced registration statement (the Registration Statement'') o

Extraordinary general meeting of Kalera shareholders (the “Kalera Special Meeting”) and extraordinary general meeting of Agrico shareholders (the “Agrico Special Meeting” and, together with the Kalera Special Meeting, the “Special Meetings”) to appro

425 1 kalera-425.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Joint Press Release – Kalera and Agrico Announce Effectiveness of Registration Statement, Waiver of Minimum Cash Condition and Extraordinary General Meetings for Proposed Business

Filing Fee Table.

EX-FILING FEES 2 exhibit107-sx4a2.htm EX-FILING FEES Exhibit 107 CALCULATION OF REGISTRATION FEE Title of each Class of Security to be registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(11) Amount of Registration Fee(12) Ordinary shares(2) 18,112,500 N/A $ 183,841,875 Ordinary shares(3) 19,135,221 N/A $ 112,062,620 Warrants(4)(

Office of Life Sciences

CORRESP 1 filename1.htm May 13, 2022 Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3720 Re: Kalera Public Ltd Co Registration Statement on Form S-4 File No. 333-264422 Acceleration Request Requested Date: May 13, 2022 Requested Time: 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461(a) under

Kalera AS 7455 Emerald Dunes Dr. Orlando, FL 32822

Kalera AS 7455 Emerald Dunes Dr. Orlando, FL 32822 May 13, 2022 Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3010 Re: Kalera Public Ltd Co Registration Statement on Form S-4 Filed May 9, 2022 File No. 333-264422 Ladies and Gentlemen: Kalera Public Limited Company (the ?Company?) and Agrico Acquisiti

Consent(s) to be named as a director.

EX-99.1 8 exhibit991-sx4a2.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Kalera Public Limited Company is filing a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the business combination agreement dated as of January 30, 2022, as it may be am

Executive Employment Agreement between Kalera, Inc. and James Leighton, effective as of May 11, 2022 (Incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-264422), filed with the SEC on May 13, 2022)

Exhibit 10.14 KALERA,INC EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") is made effective for all purposes and in all respects as of this 11 day of May, 2022, by and between Kalera, Inc. ("Employer," "Company" or "Kalera") and James Leighton ("Executive") who shall collectively be known herein as "the Parties". RECITALS: WHEREAS, Employer is in the business of, am

Additional Compensation of President and Chief Executive Officer, effective as of May 9, 2022 (Incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-264422), filed with the SEC on May 13, 2022).

Exhibit 10.15 kalera. May 9, 2022 James Leighton 6817 Goldbranch Drive Niwot, CO 80503 Re: Additional Compensation as President and Chief Executive Officer Dear Jim: As you are aware, we are in the process of drafting and finalizing the terms of your Kalera, Inc. Executive Employment Agreement (the "Employment Agreement"). Pursuant to the terms of the Employment Agreement, you will be paid an agre

First Amendment to the Business Combination Agreement, dated April 12, 2022, by and among Agrico, Kalera, Pubco, Cayman Merger Sub and Lux Merger Sub (Incorporated by reference to Exhibit 2.4 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-264422), filed with the SEC on May 13, 2022).

As filed with the Securities and Exchange Commission on May 13, 2022. Registration No. 333-264422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 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 Ireland 6770 N/A (State or Other Jurisdiction of I

LETTER

United States securities and exchange commission logo May 12, 2022 Fernando Cornejo Chief Executive Officer Kalera Public Ltd Co 7455 Emerald Dunes Dr.

Office of Life Sciences

CORRESP 1 filename1.htm May 11, 2022 Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3720 Re: Kalera Public Ltd Co Registration Statement on Form S-4 File No. 333-264422 Withdrawal of Acceleration Request Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on May 10, 2022,

LETTER

United States securities and exchange commission logo May 11, 2022 Fernando Cornejo Chief Executive Officer Kalera Public Ltd Co 7455 Emerald Dunes Dr.

Office of Life Sciences

CORRESP 1 filename1.htm May 10, 2022 Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3720 Re: Kalera Public Ltd Co Registration Statement on Form S-4 File No. 333-264422 Acceleration Request Requested Date: May 12, 2022 Requested Time: 2:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461(a) under

Form of Amended and Restated Warrant Agreement for Pubco Warrants.

EX-4.1 3 exhibit41-s4a1.htm EX-4.1 Exhibit 4.1 FORM OF AMENDED AND RESTATED WARRANT AGREEMENT This AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of [], 2022, between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1 1102, Cayman Islands (“Company”), and [], as warrant agent (“Warrant Agent”). WHEREAS

Filing Fee Table.

EX-FILING FEES 2 exhibit107-sx4a1.htm EX-FILING FEES Exhibit 107 CALCULATION OF REGISTRATION FEE Title of each Class of Security to be registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(11) Amount of Registration Fee(12) Ordinary shares(2) 18,112,500 N/A $ 183,841,875 Ordinary shares(3) 19,135,221 N/A $ 112,062,620 Warrants(4)(

Form of Pubco Amended and Restated Registration Rights Agreement.

Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of [?], 2022, by and among (i) Kalera Public Limited Company, a public limited company incorporated in Ireland with registered number 606356 (together with its successors, ?Pubco?), and (ii) the undersigned parties listed as ?Investors? on the signature page hereto (

Executive Employment Agreement between Kalera, Inc. and Austin D. Martin, effective as of May 4, 2020 (Incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-264422), filed with the SEC on May 13, 2022)

EX-10.2 8 exhibit102-sx4a1.htm EX-10.2 Exhibit 10.2 KALERA,INC EXECUTIVE EMPLOYMENT AGREEMENT FOR COO This Executive Employment Agreement ("Agreement") is made effective for all purposes and in all respects as of this 4" day of May, 2020, by and between Kalera, Inc. ("Employer" "Company" or "Kalera") and Austin D. Martin ("Executive") who shall collectively be known herein as "the Parties". RECITA

Certificate of

EX-4.2 4 exhibit42-sx4a1.htm EX-4.2 Exhibit 4.2 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS KALERA PUBLIC LIMITED COMPANY. CUSIP G52251 108 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”) of Kalera Public Limited Company, a public limited com

Subsidiaries of the Registrant.

EX-21.1 12 exhibit211-sx4a1.htm EX-21.1 Exhibit 21.1 Name Jurisdiction or State of Incorporation Kalera S.A. Luxembourg Iveron Materials Inc. Delaware Kalera Inc. Delaware Vindara Inc. Delaware Kalera Gmbh Germany Kalera Real Estate Holdings LLC Delaware Kalera Singapore PTE. LTD Republic of Singapore Smart Soil Technologies Gmbh Germany Kalera Middle East Holding Ltd UAE Wafra Agriculture for Agr

Kalera AS Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-264422), filed with the SEC on May 13, 2022)

EX-10.3 9 exhibit103-sx4a1.htm EX-10.3 Exhibit 10.3 ECO CONVERGENCE GROUP AS 2018 STOCK OPTION PLAN Approved by the Eco Convergence Group AS shareholders' meeting on 18 June 2018. Eco Convergence Group AS – Stock Option Plan ECO CONVERGENCE GROUP AS STOCK OPTION PLAN 1. Definitions In addition to other terms defined herein, the following terms shall have the meanings given below: (a) Administrator

Consent(s) to be named as a director.

Exhibit 99.1 Consent of Director Nominee Kalera Public Limited Company is filing a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the business combination agreement dated as of January 30, 2022, as it may be amended from time to time, by and among A

Kalera AS 7455 Emerald Dunes Dr. Orlando, FL 32822

CORRESP 1 filename1.htm Kalera AS 7455 Emerald Dunes Dr. Orlando, FL 32822 May 9, 2022 Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3010 Re: Kalera Public Ltd Co Registration Statement on Form S-4 Filed April 21, 2022 File No. 333-264422 Ladies and Gentlemen: Kalera Public Limited Company (the “Comp

Form of Assignment and Assumption Agreement for Pubco Warrants

EX-10.13 11 exhibit1013-sx4a1.htm EX-10.13 Exhibit 10.13 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT between AGRICO ACQUISITION CORP. KALERA PUBLIC LIMITED COMPANY and [] Dated [], 2022 THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated [], 2022, is made by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), Kalera Public Limited Company, a public

Executive Employment Agreement between Kalera, Inc. and Fernando Cornejo, effective as of July 8, 2020 (Incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-264422), filed with the SEC on May 13, 2022)

EX-10.1 7 exhibit101-sx4a1.htm EX-10.1 Exhibit 10.1 KALERA, INC EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") is made effective for all purposes and in all respects as of this day of July 8 , 2020, by and between Kalera, Inc. ("Employer" "Company" or "Kalera") and, Reynaldo Fernando Cornejo Velez ("Executive") who shall collectively be known herein as "the Partie

December 31, 2021

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 Ireland 6770 N/A (State or Other Jurisdiction of In

LETTER

United States securities and exchange commission logo May 4, 2022 Fernando Cornejo Chief Executive Officer Kalera Public Ltd Co 7455 Emerald Dunes Dr.

Kalera provides updates on the Luxembourg and SPAC mergers, including the filing of a US registration statement

425 1 kalera425.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Kalera provides updates on the Luxembourg and SPAC mergers, including the filing of a US registration statement Orlando, FL April 22, 2022 – Reference is made to the previous stock

December 31, 2021

As filed with the Securities and Exchange Commission on April 21, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 Ireland 6770 N/A (State or Other Jurisdiction of Incorporation or Organi

Secured Convertible Bridge Promissory Note, dated March 4, 2022, by and among Kalera A.S., Vindara Inc., Kalera GmbH, Lightrock Growth Fund I S.A., SICAV-RAIF, Canica AS and NOX Culinary General Trading Company LLC.

EX-4.8 3 exhibit48-sx4.htm EX-4.8 Exhibit 4.8 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND APPLICABLE STATE LAWS. SECURED PROMISSORY NOTE Up to $20,000,000 March 4, 2022 FOR VALUE RECEIVED, KALERA A.S., a

Kalera AS 7455 Emerald Dunes Dr. Orlando, FL 32822

Kalera AS 7455 Emerald Dunes Dr. Orlando, FL 32822 April 21, 2022 Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3010 Re: Kalera Public Ltd Co (Figgreen Limited) Draft Registration Statement on Form S-4 Submitted February 9, 2022 CIK No. 0001909152 Ladies and Gentlemen: Kalera Public Limited Company (

Consent(s) to be named as a director.

EX-99.1 8 exhibit991-sx4.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Kalera Public Limited Company is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the business combination agreement dated as of January 30, 2022, as it may be amen

Loan and Security Agreement, dated April 14, 2022, by and among Kalera, Inc., the guarantors party thereto from time to time, and Farm Credit of Central Florida, ACA (Incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-264422), filed with the SEC on May 13, 2022)

EX-10.12 4 exhibit1012-sx4.htm EX-10.12 Exhibit 10.12 Execution Version LOAN AND SECURITY AGREEMENT Dated as of April 14, 2022 between KALERA, INC., as Borrower and FARM CREDIT OF CENTRAL FLORIDA, ACA, as Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 31 1.03 Accounting Terms 31 1.04 Uniform Commercial Code 32 1.05

Filing Fee Table.

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of each Class of Security to be registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(11) Amount of Registration Fee(12) Ordinary shares(2) 18,112,500 N/A $ 184,566,375 Ordinary shares(3) 19,135,221 N/A $ 125,806,149 Warrants(4)(5) 7,187,500 N/A $ 1,437,500 Warrants(4)(6) 7,250,000

LETTER

United States securities and exchange commission logo March 8, 2022 Fernando Cornejo Chief Executive Officer Kalera Public Ltd Co 7455 Emerald Dunes Dr.

ECO CONVERGENCE GROUP AS 2018 STOCK OPTION PLAN Approved by the Eco Convergence Group AS shareholders' meeting on June 2018.

EX-10.2 2 filename2.htm Exhibit 10.2 ECO CONVERGENCE GROUP AS 2018 STOCK OPTION PLAN Approved by the Eco Convergence Group AS shareholders' meeting on June 2018. Eco Convergence Group AS – Stock Option Plan ECO CONVERGENCE GROUP AS STOCK OPTION PLAN 1. Definitions In addition to other terms defined herein, the following terms shall have the meanings given below: (a) Administrator means the Board,

Draft registration statement as confidentially submitted to the U.S. Securities and Exchange Commission on February 9, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all inform

DRS 1 filename1.htm Draft registration statement as confidentially submitted to the U.S. Securities and Exchange Commission on February 9, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C