• Kalera, a Norwegian hydroponic vertical farming operator, has announced that the Securities and Exchange Commission (SEC) has declared the effectiveness of registration for the proposed merger between Kalera and special purpose acquisition company (SPAC) Agrico Acquisition Corp. The two companies are to conduct meetings, where shareholders can vote for or against the proposed merger.

• Kalera and Agrico have both decided to conduct the shareholder vote on the same day (June 27, 2022) following the record dates (where they identify the shareholders entitled to vote at the meeting) of June 6, 2022  for Kalera and May 12, 2022 for Agrico. Kalera’s officers and directors owning 45% of outstanding Kalera shares have already agreed to the merger.

• Upon approval of the merger and other proposals by the shareholders, the deal is expected to close after the satisfaction of or the waiver of all the closing conditions. Kalera has decided to waive off the USD 100 million minimum cash closing condition for Agrico. The condition required that Kalera should receive at least USD 100 million in cash proceeds (debt or equity) from Agrico to go ahead with the merger. Despite waiving off this condition, Kalera has stated that, if the condition is not met,  it will proportionately forfeit Agrico’s sponsor promote upon the consummation of the merger.

• Following the merger, a new holding company “Kalera Public Limited Company” (Kalera PLC) will be formed. Ordinary shares and warrants of the company will trade on the Nasdaq under the tickers “KAL” and “KALWW,” respectively.

<ul><li> Analyst QuickTake: Kalera is a step closer to listing on the Nasdaq following the announcement of a proposal to go public via the SPAC route in January this year. Kalera initially stipulated that it receive USD 146.1 million cash in trust as part of the closing conditions, but has now waived off the minimum cash requirement.</ul>