Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No.1 |
Entity Registrant Name | Kalera Public Limited Company |
Entity Central Index Key | 0001909152 |
Entity Incorporation, State or Country Code | L2 |
Entity Address, Address Line One | 10 Earlsfort Terrace |
Entity Address, City or Town | Dublin |
Entity Address, Postal Zip Code | D02 T380 |
City Area Code | + 353 |
Local Phone Number | 01 920 1000 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 7455 Emerald Dunes Dr. |
Entity Address, City or Town | Orlando |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 32822 |
City Area Code | +1 (407) |
Local Phone Number | 574-8204 |
Contact Personnel Name | Fernando Cornejo |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||
Cash | $ 3,335,000 | $ 16,146,000 | $ 113,353,000 | |
Trade receivables, net | 1,043,000 | 795,000 | 157,000 | |
Inventory | 1,176,000 | 1,190,000 | 104,000 | |
Prepaid expenses | 1,714,000 | 2,960,000 | 330,000 | |
Total current assets | 7,268,000 | 21,091,000 | 113,944,000 | |
Property, plant, and equipment, net | 144,256,000 | 128,162,000 | 28,506,000 | |
Operating lease right-of-use assets | 54,243,000 | 55,276,000 | 7,462,000 | |
Goodwill | 68,421,000 | 156,000 | ||
Intangible assets, net | 64,335,000 | 72,371,000 | 530,000 | |
Equity method investment | 1,326,000 | 1,322,000 | ||
Other non-current assets | 3,629,000 | 3,353,000 | 3,148,000 | |
Total assets | 275,057,000 | 349,996,000 | 153,746,000 | |
Current liabilities: | ||||
Accounts payable | 10,861,000 | 10,421,000 | 178,000 | |
Financing obligation | 283,000 | |||
Operating lease liabilities | 2,544,000 | 1,618,000 | 131,000 | |
Accrued salaries and wages | 689,000 | 717,000 | 243,000 | |
Accrued expenses | 2,915,000 | 1,964,000 | 793,000 | |
Convertible debt | 10,253,000 | $ 10,000,000 | ||
Total current liabilities | 27,545,000 | 14,720,000 | 1,345,000 | |
Debt | 19,779,000 | 662,000 | 62,000 | |
Non-current operating lease liabilities | 56,503,000 | 57,717,000 | 7,625,000 | |
Non-current financing obligation | 7,144,000 | |||
Deferred underwriting fees and grants | 5,349,000 | |||
Earnout liabilities | 13,775,000 | |||
Deferred tax liability | 7,159,000 | 8,447,000 | ||
Asset retirement obligations | 1,622,000 | 1,527,000 | 588,000 | |
Total liabilities | 138,876,000 | 83,073,000 | 9,620,000 | |
Commitments and Contingencies (Note 6) | ||||
Shareholders’ Deficit: | ||||
Common stock, value | 2,000 | 2,000 | 1,000 | |
Additional paid in capital | 305,826,000 | 331,074,000 | 167,052,000 | |
Accumulated other comprehensive loss | (12,068,000) | (1,547,000) | (378,000) | |
Accumulated deficit | (157,579,000) | (62,606,000) | (22,549,000) | |
Total Shareholders’ Deficit | 136,181,000 | 250,187,000 | 266,923,000 | 144,126,000 |
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | $ 275,057,000 | 349,996,000 | 153,746,000 | |
Agrico Acquisition Corp [Member] | ||||
Current assets: | ||||
Cash | 288,426 | 664,428 | ||
Prepaid expenses | 52,365 | 6,083 | ||
Total current assets | 340,791 | 670,511 | ||
Cash and marketable securities held in Trust Account | 146,651,498 | 146,644,675 | ||
Deferred offering costs | 96,594 | |||
Total assets | 146,992,289 | 147,315,186 | 96,594 | |
Current liabilities: | ||||
Accrued offering costs and expenses | 259,507 | 129,068 | 50,000 | |
Due to related party | 73,795 | 56,266 | ||
Total current liabilities | 259,507 | 202,863 | 106,266 | |
Deferred underwriters’ fee | 5,031,250 | 5,031,250 | ||
Total liabilities | 5,290,757 | 5,234,113 | 106,266 | |
Commitments and Contingencies (Note 6) | ||||
Class A ordinary shares subject to possible redemption | 146,625,000 | 146,625,000 | ||
Shareholders’ Deficit: | ||||
Preferred stock value | ||||
Accumulated deficit | (4,923,841) | (4,544,300) | (9,672) | |
Total Shareholders’ Deficit | (4,923,468) | (4,543,927) | (9,672) | |
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | 146,992,289 | 147,315,186 | 96,594 | |
Agrico Acquisition Corp [Member] | Common Class A [Member] | ||||
Shareholders’ Deficit: | ||||
Common stock, value | 14 | 14 | ||
Agrico Acquisition Corp [Member] | Common Class B [Member] | ||||
Shareholders’ Deficit: | ||||
Common stock, value | $ 359 | $ 359 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 18,946,567 | 14,572,650 | |
Common stock, shares outstanding | 18,946,567 | 14,572,650 | |
Common stock, shares authorized | 72,400,000 | ||
Agrico Acquisition Corp [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Agrico Acquisition Corp [Member] | Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 143,750 | 143,750 | 0 |
Common stock, shares outstanding | 143,750 | 143,750 | 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, subject to possible redemption | 14,375,000 | 14,375,000 | |
Redemption value per share | $ 10.20 | $ 10.20 | |
Class A Ordinary shares subject to redemption (in shares) | 14,375,000 | 0 | |
Agrico Acquisition Corp [Member] | Common Class B [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 3,593,750 | 3,593,750 | 0 |
Common stock, shares outstanding | 3,593,750 | 3,593,750 | 0 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Net sales | $ 1,289,000 | $ 489,000 | $ 2,766,000 | $ 828,000 | $ 2,855,000 | $ 887,000 | |||||
Cost of goods sold (exclusive of depreciation and amortization shown separately below) | (6,271,000) | (1,702,000) | (11,279,000) | (2,645,000) | (9,634,000) | (1,935,000) | |||||
Selling, general, and administrative expenses (inclusive of research and development costs) | (24,612,000) | (5,947,000) | (35,012,000) | (10,234,000) | (28,621,000) | (6,467,000) | |||||
Depreciation and amortization | (2,963,000) | (607,000) | (5,516,000) | (775,000) | (4,009,000) | (967,000) | |||||
Impairment loss | (64,252,000) | (64,252,000) | (1,051,000) | ||||||||
Loss from operations | (96,809,000) | (7,767,000) | (113,293,000) | (12,826,000) | (40,460,000) | (8,482,000) | |||||
Other income: | |||||||||||
Interest (expense) income, net | (588,000) | 11,000 | (817,000) | 166,000 | (1,634,000) | (503,000) | |||||
Change in fair value of earnout liabilities | 17,250,000 | 17,250,000 | |||||||||
Other income | 982,000 | 80,000 | 647,000 | 80,000 | 780,000 | 328,000 | |||||
Loss from operations before income tax | (79,165,000) | (7,676,000) | (96,213,000) | (12,580,000) | (41,314,000) | (8,657,000) | |||||
Income tax benefit | 533,000 | 1,288,000 | 1,331,000 | ||||||||
Loss before equity in net loss of affiliate | (78,632,000) | (7,676,000) | (94,925,000) | (12,580,000) | (39,983,000) | (8,657,000) | |||||
Equity in net loss of affiliate | 23,000 | 48,000 | 74,000 | ||||||||
Net loss | (78,655,000) | $ (16,318,000) | (7,676,000) | $ (4,903,000) | (94,973,000) | (12,580,000) | (40,057,000) | (8,657,000) | |||
Currency translation adjustments | (9,291,000) | (1,230,000) | (10,521,000) | (1,169,000) | (378,000) | ||||||
Total comprehensive loss | $ (87,946,000) | $ (7,676,000) | $ (105,494,000) | $ (12,580,000) | $ (41,226,000) | $ (9,035,000) | |||||
Basic and diluted net loss per share, Class ordinary shares | $ (3.92) | $ (0.51) | $ (4.97) | $ (0.84) | $ (2.52) | $ (0.84) | |||||
Weighted average shares outstanding of Class ordinary shares | 20,043 | 14,929 | 19,125 | 15,018 | 15,910,000 | 10,332,000 | |||||
Agrico Acquisition Corp [Member] | |||||||||||
General and administrative costs | 386,364 | $ 9,672 | $ 392,649 | ||||||||
Loss from operations | 386,364 | (9,672) | (392,649) | ||||||||
Other income: | |||||||||||
Interest earned on cash and marketable securities held in Trust Account | 6,823 | 19,675 | |||||||||
Total other income | 6,823 | 19,675 | |||||||||
Net loss | $ (379,541) | $ (9,672) | $ (372,974) | ||||||||
Agrico Acquisition Corp [Member] | Common Class A [Member] | |||||||||||
Other income: | |||||||||||
Basic and diluted net loss per share, Class ordinary shares | $ (0.02) | $ (0.04) | |||||||||
Weighted average shares outstanding of Class ordinary shares | 14,518,750 | 6,881,490 | |||||||||
Agrico Acquisition Corp [Member] | Common Class B [Member] | |||||||||||
Other income: | |||||||||||
Basic and diluted net loss per share, Class ordinary shares | $ (0.02) | $ (0.04) | |||||||||
Weighted average shares outstanding of Class ordinary shares | 3,593,750 | [1] | 2,291,667 | [1] | 3,141,695 | ||||||
[1]As of March 31, 2021, excludes up to 468,750 shares subject to forfeiture to the extent that the underwriter’s over- allotment option is not exercised in full or in part. On April 9, 2021, the sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 5,000,000 shares to 3,593,750 shares. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) | Common Stock [Member] | Common Stock [Member] Common Class A [Member] Agrico Acquisition Corp [Member] | Common Stock [Member] Common Class B [Member] Agrico Acquisition Corp [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Agrico Acquisition Corp [Member] | Retained Earnings [Member] | Retained Earnings [Member] Agrico Acquisition Corp [Member] | AOCI Attributable to Parent [Member] | Total | Agrico Acquisition Corp [Member] | |
Beginning balance at Dec. 31, 2019 | $ 1,000 | $ 22,140,000 | $ (13,892,000) | $ 8,249,000 | |||||||
Balance, shares at Dec. 31, 2019 | 6,193,186 | ||||||||||
Issuance of shares | 140,619,000 | 140,619,000 | |||||||||
Issuance of shares (in shares) | 7,812,413 | ||||||||||
Conversion of loan to common stock | 3,297,000 | 3,297,000 | |||||||||
Conversion of loan to common stock, shares | 567,051 | ||||||||||
Share-based compensation expense | 996,000 | 996,000 | |||||||||
Net loss | (8,657,000) | (8,657,000) | |||||||||
Currency translation adjustments | (378,000) | (378,000) | |||||||||
Ending balance at Dec. 31, 2020 | $ 1,000 | 167,052,000 | (22,549,000) | $ (9,672) | (378,000) | 144,126,000 | $ (9,672) | ||||
Balance, shares at Dec. 31, 2020 | 14,572,650 | ||||||||||
Beginning balance at Jul. 30, 2020 | |||||||||||
Balance, shares at Jul. 30, 2020 | |||||||||||
Net loss | (9,672) | (9,672) | |||||||||
Ending balance at Dec. 31, 2020 | $ 1,000 | 167,052,000 | (22,549,000) | (9,672) | (378,000) | 144,126,000 | (9,672) | ||||
Balance, shares at Dec. 31, 2020 | 14,572,650 | ||||||||||
Issuance of shares | $ 1,000 | 39,011,000 | 39,012,000 | ||||||||
Issuance of shares (in shares) | 520,375 | ||||||||||
Share-based compensation expense | 434,000 | 434,000 | |||||||||
Net loss | (4,903,000) | (4,903,000) | |||||||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 359 | 24,641 | 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor (1), shares | 3,593,750 | ||||||||||
Ending balance at Mar. 31, 2021 | $ 2,000 | $ 359 | 206,497,000 | 24,641 | (27,452,000) | (9,672) | (378,000) | 178,669,000 | 15,328 | ||
Balance, shares at Mar. 31, 2021 | 15,093,025 | 3,593,750 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 1,000 | 167,052,000 | (22,549,000) | (9,672) | (378,000) | 144,126,000 | (9,672) | ||||
Balance, shares at Dec. 31, 2020 | 14,572,650 | ||||||||||
Net loss | (12,580,000) | ||||||||||
Currency translation adjustments | |||||||||||
Ending balance at Jun. 30, 2021 | $ 2,000 | 207,065,000 | (35,128,000) | (378,000) | 171,561,000 | ||||||
Balance, shares at Jun. 30, 2021 | 15,093,025 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 1,000 | 167,052,000 | (22,549,000) | (9,672) | (378,000) | 144,126,000 | (9,672) | ||||
Balance, shares at Dec. 31, 2020 | 14,572,650 | ||||||||||
Issuance of shares | $ 1,000 | 161,457,000 | 161,458,000 | ||||||||
Issuance of shares (in shares) | 4,373,917 | ||||||||||
Share-based compensation expense | 2,565,000 | 2,565,000 | |||||||||
Issuance of Private Placement warrants, net of offering costs | 7,226,565 | 7,226,565 | |||||||||
Fair value of public warrants, net of offering costs | 4,973,703 | 4,973,703 | |||||||||
Issuance of non-redeemable representative shares | $ 14 | 1,437,486 | 1,437,500 | ||||||||
Issuance of non-redeemable representative shares (in shares) | 143,750 | ||||||||||
Re-measurement of Class A ordinary shares carrying value to redemption value | (13,662,395) | (4,161,654) | (17,824,049) | ||||||||
Net loss | (40,057,000) | (372,974) | (40,057,000) | (372,974) | |||||||
Currency translation adjustments | (1,169,000) | (1,169,000) | |||||||||
Issuance of Class B ordinary shares to Sponsor | $ 359 | 24,641 | 25,000 | ||||||||
Issuance of Class B ordinary shares to Sponsor (1), shares | 3,593,750 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 2,000 | $ 14 | $ 359 | 331,074,000 | (62,606,000) | (4,544,300) | (1,547,000) | 266,923,000 | (4,543,927) | ||
Balance, shares at Dec. 31, 2021 | 18,946,567 | 143,750 | 3,593,750 | ||||||||
Beginning balance at Mar. 31, 2021 | $ 2,000 | $ 359 | 206,497,000 | 24,641 | (27,452,000) | (9,672) | (378,000) | 178,669,000 | 15,328 | ||
Balance, shares at Mar. 31, 2021 | 15,093,025 | 3,593,750 | |||||||||
Share-based compensation expense | 568,000 | 568,000 | |||||||||
Net loss | (7,676,000) | (7,676,000) | |||||||||
Currency translation adjustments | |||||||||||
Ending balance at Jun. 30, 2021 | $ 2,000 | 207,065,000 | (35,128,000) | (378,000) | 171,561,000 | ||||||
Balance, shares at Jun. 30, 2021 | 15,093,025 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ 2,000 | $ 14 | $ 359 | 331,074,000 | (62,606,000) | (4,544,300) | (1,547,000) | 266,923,000 | (4,543,927) | ||
Balance, shares at Dec. 31, 2021 | 18,946,567 | 143,750 | 3,593,750 | ||||||||
Share-based compensation expense | 812,000 | 812,000 | |||||||||
Net loss | (16,318,000) | (379,541) | (16,318,000) | (379,541) | |||||||
Currency translation adjustments | (1,230,000) | (1,230,000) | |||||||||
Ending balance at Mar. 31, 2022 | $ 2,000 | $ 14 | $ 359 | 331,886,000 | (78,924,000) | (4,923,841) | (2,777,000) | 250,187,000 | (4,923,468) | ||
Balance, shares at Mar. 31, 2022 | 18,946,567 | 143,750 | 3,593,750 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 2,000 | $ 14 | $ 359 | 331,074,000 | (62,606,000) | (4,544,300) | (1,547,000) | 266,923,000 | (4,543,927) | ||
Balance, shares at Dec. 31, 2021 | 18,946,567 | 143,750 | 3,593,750 | ||||||||
Net loss | (94,973,000) | ||||||||||
Currency translation adjustments | (10,521,000) | ||||||||||
Ending balance at Jun. 30, 2022 | $ 2,000 | 305,826,000 | (157,579,000) | (12,068,000) | 136,181,000 | ||||||
Balance, shares at Jun. 30, 2022 | 21,377,828 | ||||||||||
Beginning balance at Mar. 31, 2022 | $ 2,000 | $ 14 | $ 359 | 331,886,000 | (78,924,000) | $ (4,923,841) | (2,777,000) | 250,187,000 | $ (4,923,468) | ||
Balance, shares at Mar. 31, 2022 | 18,946,567 | 143,750 | 3,593,750 | ||||||||
Issuance of shares | 2,381,000 | 2,381,000 | |||||||||
Issuance of shares (in shares) | 463,610 | ||||||||||
Share-based compensation expense | 7,985,000 | 7,985,000 | |||||||||
Issuance of earnout shares | (31,026,000) | (31,026,000) | |||||||||
Recapitalization transaction | (5,400,000) | (5,400,000) | |||||||||
Recapitalization transaction (in shares) | 1,967,651 | ||||||||||
Net loss | (78,655,000) | (78,655,000) | |||||||||
Currency translation adjustments | (9,291,000) | (9,291,000) | |||||||||
Ending balance at Jun. 30, 2022 | $ 2,000 | $ 305,826,000 | $ (157,579,000) | $ (12,068,000) | $ 136,181,000 | ||||||
Balance, shares at Jun. 30, 2022 | 21,377,828 | ||||||||||
[1]Includes up to 468,750 shares subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On April 9, 2021, the sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 5,000,000 shares to 3,593,750 shares. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from Operating Activities: | |||||||
Net loss | $ (16,318,000) | $ (4,903,000) | $ (94,973,000) | $ (12,580,000) | $ (40,057,000) | $ (8,657,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 5,516,000 | 775,000 | 4,009,000 | 560,000 | |||
Non-cash lease expense - operating lease | 1,959,000 | 1,824,000 | |||||
Non-cash interest expense | 253,000 | 3,435,000 | 407,000 | ||||
Share-based compensation expense | 8,797,000 | 1,002,000 | 2,565,000 | 996,000 | |||
Loss on sale of assets | 194,000 | ||||||
Impairment loss | 64,252,000 | 1,051,000 | |||||
Deferred income tax benefit | (1,288,000) | (1,331,000) | |||||
Change in fair value of earnout liabilities | (17,250,000) | ||||||
Equity in net loss of affiliate | 48,000 | 74,000 | |||||
Gain from insurance recovery | (650,000) | ||||||
Gain on forgiveness of debt | (328,000) | ||||||
Inventory write down | 6,475,000 | 1,828,000 | |||||
Changes in operating assets and liabilities: | |||||||
Inventory | 14,000 | (327,000) | (7,551,000) | (1,932,000) | |||
Prepaid expenses and other current assets | 1,245,000 | (1,730,000) | (2,056,000) | (250,000) | |||
Trade receivables | 28,000 | (81,000) | 422,000 | (150,000) | |||
Other non-current assets | (276,000) | (405,000) | (205,000) | (2,838,000) | |||
Account payables and accrued expenses | 897,000 | 4,770,000 | 8,988,000 | 734,000 | |||
Other non-current liabilities | (1,752,000) | (240,000) | |||||
Net cash used in operating activities | (32,432,000) | (6,992,000) | (24,830,000) | (9,630,000) | |||
Cash Flows from Investing Activities: | |||||||
Insurance proceeds | 650,000 | ||||||
Purchases of property, plant, and equipment | (20,921,000) | (37,023,000) | (82,863,000) | (20,846,000) | |||
Purchases of licenses and software for developed technology | (583,000) | ||||||
Payment for acquisition, net of cash acquired | (14,213,000) | (49,722,000) | |||||
Net cash used in investing activities | (20,921,000) | (51,236,000) | (132,518,000) | (20,846,000) | |||
Cash flows from Financing Activities: | |||||||
Net proceeds from issuance of common stock | 29,158,000 | 61,696,000 | 140,619,000 | ||||
Proceeds from loan facility | 20,000,000 | 34,000,000 | |||||
Payment on loan facility | (34,000,000) | ||||||
Proceeds from forgivable loan | 328,000 | ||||||
Repayment on operating lease liabilities | (457,000) | (507,000) | |||||
Proceeds from government grant | 1,906,000 | ||||||
Proceeds from issuance of convertible debt | 10,000,000 | ||||||
Proceeds from sale of property, plant and equipment for failed sale-leaseback | 8,080,000 | ||||||
Debt issuance costs | (345,000) | ||||||
Net cash provided by financing activities | 39,641,000 | 29,158,000 | 61,239,000 | 140,440,000 | |||
Net (decrease) increase in cash and cash equivalents | (13,712,000) | (29,070,000) | (96,110,000) | 109,964,000 | |||
Cash and cash equivalents at beginning of period | 16,146,000 | 113,353,000 | 16,146,000 | 113,353,000 | 113,353,000 | 3,395,000 | |
Effect of exchange rate changes on cash and cash equivalents | 901,000 | (1,097,000) | (6,000) | ||||
Cash and cash equivalents at end of period | $ 113,353,000 | 3,335,000 | 84,283,000 | 16,146,000 | 113,353,000 | ||
Supplemental disclosure of cash flow information: | |||||||
Increase in property and equipment resulting from capitalizing asset retirement obligations | 889,000 | 334,000 | |||||
Shares issued in exchange for businesses acquired | 99,762,000 | ||||||
Total supplemental disclosures of cash flow information | 100,651,000 | 606,000 | |||||
Supplemental disclosures of non-cash financing activities: | |||||||
Conversion of convertible loan to common stock | 3,297,000 | ||||||
Supplemental disclosures of cash flow information: | |||||||
Cash paid for interest | 1,800,000 | 272,000 | |||||
Equity in net loss of affiliate | (48,000) | ||||||
Net cash used in investing activities | (20,921,000) | (51,236,000) | (132,518,000) | (20,846,000) | |||
Non-cash activities: | |||||||
Fixed assets purchases in accounts payable | 708,000 | ||||||
Right-of-use assets obtained in exchange for new finance lease liabilities | 7,229,000 | ||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | (237,000) | 42,858,000 | |||||
Agrico Acquisition Corp [Member] | |||||||
Cash flows from Operating Activities: | |||||||
Net loss | (379,541) | (9,672) | (372,974) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Formation costs paid by related party | 9,672 | ||||||
Interest earned on cash and marketable securities held in Trust account | (6,823) | (19,675) | |||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (46,282) | (6,083) | |||||
Due to related party | (73,795) | 73,795 | |||||
Accrued offering costs and expenses | 130,439 | 79,068 | |||||
Net cash used in operating activities | (376,002) | (245,869) | |||||
Cash Flows from Investing Activities: | |||||||
Cash invested in Trust Account | (146,625,000) | ||||||
Net cash used in investing activities | (146,625,000) | ||||||
Cash flows from Financing Activities: | |||||||
Net proceeds from issuance of common stock | 8,223,786 | (8,223,786) | |||||
Payment on loan facility | (171,356) | ||||||
Proceeds from initial public offering, net of underwriting discount | 140,875,000 | ||||||
Proceeds from sale of private placement warrants | 7,250,000 | ||||||
Proceeds from issuance of promissory note to related party | 25,000 | 25,000 | |||||
Payment of offering costs | (443,347) | ||||||
Payment of promissory note to related party | (171,356) | ||||||
Net cash provided by financing activities | 25,000 | 147,535,297 | |||||
Net (decrease) increase in cash and cash equivalents | (376,002) | 25,000 | 664,428 | ||||
Cash and cash equivalents at beginning of period | 664,428 | $ 664,428 | |||||
Cash and cash equivalents at end of period | 288,426 | 25,000 | 664,428 | ||||
Supplemental disclosure of cash flow information: | |||||||
Issuance of Class B ordinary shares to Sponsor in exchange for due to related party | 25,000 | 25,000 | |||||
Deferred offering costs paid by related party | 48,262 | 146,356 | |||||
Issuance of shares to underwriter representative | 1,437,500 | ||||||
Initial Classification of Class A ordinary shares subject to possible redemption | 146,625,000 | ||||||
Deferred underwriting commissions payable charged to accumulated deficit | 5,031,250 | ||||||
Deferred offering costs paid by Sponsor | 57,771 | ||||||
Deferred offering costs included in accrued costs and expenses | $ 20,450 | ||||||
Supplemental disclosures of cash flow information: | |||||||
Net cash used in investing activities | $ (146,625,000) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1: DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Description of Business: Kalera Public Ltd Co. (“Kalera” or the “Company”) is the holding company of the Kalera group, originally formed in 2010. Together with its subsidiaries, Kalera is a leading hydroponic vertical farming company. The Company utilizes proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, free from harmful pesticides, non-GMO leafy greens year-round for the retail and food service markets. At June 30, 2022, the Company has five ( 5 The Company is organized as a single operating segment. Substantially all of the assets and operations of the Company are located in the United States (“U.S.”). Business Combination: On June 28, 2022, (the “Closing Date”), Kalera SA (f/k/a Kalera AS) consummated a previously announced business combination (the “Business Combination”) pursuant to the business combination agreement and plan of reorganization (the “Business Combination Agreement”) dated January 30, 2022, by and among: (i) Agrico Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Agrico”), (ii) the Company (f/k/a/ Figgreen Limited, an Irish private limited company then renamed “Kalera Public Limited Company,” in connection with the Business Combination), (iii) Kalera Cayman Merger Sub, a Cayman Islands exempted company (“Cayman Merger Sub”), (iv) Kalera Luxembourg Merger Sub SARL (“Lux Merger Sub” and, together with Cayman Merger Sub, the “Merger Subs”) and (v) Kalera AS, a Norwegian private limited liability company. The Merger Subs were formed solely as vehicles for consummating the Business Combination, and the Merger Subs were direct wholly owned subsidiaries of Kalera SA. As of the Closing Date, the Merger Subs ceased to have a separate legal existence and Kalera SA became a wholly owned subsidiary of Kalera. Shortly after the Closing Date, Agrico elected to be treated as a “disregarded entity” for U.S. federal income tax purposes, and started its process of liquidation. Pursuant to the Business Combination Agreement: a. On June 27, 2022, Cayman Merger Sub merged with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Kalera (the “First Merger”). Agrico issued Agrico Class A ordinary shares to Kalera (the “Agrico Share Issuance”), and, in each case as consideration for the First Merger and the Agrico Share Issuance: i. Agrico shareholders received shares in the capital of Kalera, and ii. the holders of Agrico Warrants (as defined below) had their Agrico Warrants assumed by Kalera and djusted to become exercisable for shares in the capital of Kalera b. On the Closing Date, by way of a capital reduction (the “Kalera Capital Reduction”) pursuant to the Luxembourg Companies Act, and in each case as consideration for the ordinary shares of Kalera SA and the Kalera SA options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger (as defined below): i. Kalera SA shareholders (except Kalera) received shares in the capital of Kalera: KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ii. The holders of in-the-money Kalera SA options received options in the capital of Kalera, iii. Kalera SA options that were out-of-the money were c. Immediately following the Kalera Capital Reduction “Agrico Warrants” means warrants entitling the holder thereof to purchase one Agrico ordinary share at a price of $ 11.50 1.00 The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with United States (“U.S.”) generally accepted accounting principles. Under this method of accounting, Agrico is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of the Company issuing stock for the net assets of Agrico, accompanied by a recapitalization. The net assets of Agrico are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of the Company. Nature of Operations, Liquidity and Going Concern Considerations: Since inception, the Company has financed its operations primarily through the sale of shares of common stock and debt financing. The Company incurred net losses during the six months ended June 30, 2022 and 2021 of $ (94,973) (12,580) (157,579) In the first quarter of 2022, the Company executed a sale-leaseback transaction that raised approximately $ 8,100 20,000 10,000 30,000 20,000 10,000 In the third quarter of 2022, the Company entered into a securities purchase agreement with a single institutional investor to raise approximately $ 10,000 If the Company continues to seek additional financing to fund its business activities in the future and there remains doubt about its ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms, or at all. If the Company is unable to raise the necessary funds when needed or other strategic objectives are not achieved, it may not be able to continue its operations, or it could be required to modify its operations, which could slow future growth. KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. | NOTE 1: DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kalera Public Limited Company (“the Company”) and its subsidiaries is a hydroponic vertical farming company. The Company operates vertical hydroponic farms and related technology development facilities that produce various lettuce and micro–greens for the retail and food service markets. The Company is a private limited liability company incorporated under the laws of Norway, and its shares are listed on the Euronext Growth Oslo Exchange, a multilateral trading facility operated by the Oslo Stock Exchange. At December 31, 2021 the Company had four (4) large scale operating hydroponic farms (“farms” or “production facilities”) within Florida, Georgia, Texas and Kuwait and was building new farms in several locations, including Ohio, Colorado, Washington, Hawaii, Minnesota and Singapore. At the end of December 31, 2020, the Company had one (1) large scale production facility within Florida and was building new farms in Georgia and Texas. In March 2020, the World Health Organization declared the spread of the coronavirus (“COVID–19”) a global pandemic. As a result of the pandemic, the vast majority of the Company’s customers in the foodservice and hospitality industries had to close their operations temporarily. These closures resulted in the loss of sales during the year ended December 31, 2020. During 2021, the industry recovered and the Company was able to increase its sales to its foodservice and hospitality customers. Currently, all of the Company’s operations are operating normally, however, the extent to which COVID–19 and the related global economic crisis affect the Company’s business, results of operations and financial condition, will depend on future developments that are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and any recovery period, future actions taken by governmental authorities, central banks and other third parties (including new financial regulation and other regulatory reform) in response to the pandemic, and the effects on our products, clients, vendors and employees. The Company continues to service its customers amid uncertainty and disruption linked to COVID–19 and is actively managing its business to respond to the impact. | |
Agrico Acquisition Corp [Member] | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | Note 1 — Organization and Business Operations DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Agrico Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 31, 2020. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation and preparation for the Initial Public Offering (the “Public Offering” or “IPO”) as described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income and unrealized gains from the cash and marketable securities held in the Trust Account. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is DJCAAC, LLC, a Delaware limited partnership (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 7, 2021 (the “Effective Date”). On July 12, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 14,375,000 1,875,000 10.00 143,750,000 7,250,000 1.00 7,250,000 11.50 Transaction costs of the IPO amounted to $ 9,998,781 2,875,000 5,031,250 655,031 1,437,500 Following the closing of the IPO on July 12, 2021, $ 146,625,000 10.20 185 100 The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $ 10.20 If the Company is unable to complete a Business Combination within 12 months (or up to 21 months if the Company extends the period of time to consummate a business combination by the full amount of time) from the closing of the Public Offering (the “Combination Period”) or during any Extension Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 50,000 The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to redeem 100 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.00 10.00 Merger Agreement On January 30, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with (i) Figgreen Limited, a private limited company incorporated in Ireland with registered number 606356 (“Pubco”), (ii) Kalera Cayman Merger Sub, a Caymans Islands exempted company (“Cayman Merger Sub”), (iii) Kalera Luxembourg Merger Sub SARL, a limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (“Lux Merger Sub” and, together with Cayman Merger Sub, the “Merger Subs”) and (iv) Kalera AS, a Norwegian private limited liability company (the “Kalera”). Pursuant to the Business Combination Agreement, (i) a merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Pubco (the “First Merger”) and Agrico will issue ordinary shares (the “Agrico Ordinary Shares”) to Pubco (the “Agrico Share Issuance”) and the holders of Agrico Ordinary Shares will receive shares in the capital of Pubco and holders of warrants of Agrico (the “Agrico Warrants”) will have their Agrico Warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger and subject thereto, the second merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as the surviving entity of the second merger (the “Second Merger”) and in this context Kalera will issue shares to Pubco (the “Kalera Share Issuance”), and (iii) immediately following the Second Merger and the Kalera Capital Reduction (as defined below), the shareholders of Kalera (the “Kalera Shareholders”) (except Pubco) will receive shares in the capital of Pubco and the holders of Kalera’s outstanding options (the “Kalera Options”) will receive options in the capital of Pubco, in each case as consideration for the ordinary shares of Kalera (the “Kalera Shares”) and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of a capital reduction pursuant to the Luxembourg Companies Act (the “Kalera Capital Reduction”). As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly owned subsidiary of Pubco. Upon consummation of the First Merger, (i) each Class A ordinary share (the “Agrico Class A Ordinary Shares”) outstanding immediately prior to the effective time of the First Merger (the “First Merger Effective Time”) will be automatically cancelled in exchange for and converted into one ordinary share of Pubco (the “Pubco Ordinary Shares”), (ii) each Class B ordinary share (the “Agrico Class B Ordinary Shares”) outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, and (iii) each outstanding public Agrico Warrant (the “Agrico Public Warrants”) and private Agrico Warrants will remain outstanding and will automatically be adjusted to become a Pubco Warrant. Upon consummation of the Second Merger, each Kalera Share outstanding immediately prior to the Second Merger Effective Time will be cancelled and cease to exist in the context of the Kalera Capital Reduction against the issuance of (i) the number of Pubco Ordinary Shares equal to the Exchange Ratio (as defined below) (the aggregate number of Pubco Ordinary Shares so issued, the “Exchange Shares”) and (ii) one CVR per Kalera Share. “Exchange Ratio” means 0.091. The number of Exchange Shares will be determined prior to the Second Merger Effective Time in accordance with the terms of the Business Combination Agreement and will cause, assuming no public shareholders of Agrico exercise their redemption rights, Kalera Shareholders to own approximately 52% Consideration The First Merger: Consideration to Agrico Security holders The first transaction that comprises the Business Combination is the First Merger, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico surviving and being a wholly-owned subsidiary of Pubco. Upon consummation of the First Merger, (i) each Agrico Class A ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share (ii) each Agrico Class B ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, and (iii) each outstanding Agrico Public Warrant and Agrico Private Warrant will remain outstanding and will automatically be adjusted to become a Pubco Warrant, respectively. As a result of the First Merger and the conversion or automatic adjustment (as applicable) of Agrico securities into securities of Pubco, the rights of Agrico security holders will change in material ways. The Second Merger: Consideration to Kalera Security holders At least one (1) business day following the First Merger and subject thereto, Pubco, Kalera and Lux Merger Sub will cause the Second Merger to be consummated, pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as the surviving entity of the Second Merger and in this context Kalera will issue shares to Pubco. Immediately following and in connection with the Second Merger, the Kalera Shareholders (except Pubco) will receive shares in the capital of Pubco and contractual contingent value rights (each a “CVR”), which represent the right to receive up to two contingent payments of Pubco Ordinary Shares, and the holders of the Kalera Options will receive options in the capital of Pubco and, in the case of holders of In-the-Money Options, CVRs, in each case as consideration for the Kalera Shares and the Kalera Options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of the Kalera Capital Reduction. Each CVR represents a contingent right to receive additional Pubco Ordinary Shares, issuable upon the achievement of certain milestones, including: (i) Pubco Ordinary Shares trading at or over a market price of $12.50; and (ii) Pubco Ordinary Shares trading at or over a market price of $15.00, in each case, for 20 trading days within a 30 trading-day period, based on volume-weighted average trading prices. The amount of shares issuable to each CVR holder for the achievement of each milestone is, in each case, a pro rata portion of an amount of Pubco Ordinary Shares equivalent to 5% of the amount of Kalera Shares outstanding as of immediately following the Kalera Capital Reduction on a fully-diluted basis Upon consummation of the Second Merger, each Kalera Share outstanding immediately prior to the Second Merger Effective Time will be cancelled and cease to exist in the context of the Kalera Capital Reduction against the issuance of (i) the number of Pubco Ordinary Shares equal to the Exchange Ratio and (ii) one CVR per Kalera Share. Closing of the Business Combination The consummation of the First Merger and related transactions (the “First Closing”) will take place on the fifth business day following the satisfaction or waiver of the conditions to closing set forth in the Business Combination Agreement, unless Agrico and Kalera agree in writing to another date or time. The consummation of the Business Combination (other than those transactions which occur on the First Closing) (the “Second Closing” and together with the First Closing, the “Closings” and each, a “Closing”) will take place on the first business day after the First Closing, unless Agrico and Kalera agree in writing to another date or time. Liquidity, Capital Resources and Going Concern Consideration As of March 31, 2022, the Company had $ 288,426 81,284 25,000 200,000 171,356 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has until July 12, 2022, to consummate an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time. If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 12, 2022. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Organization and Business Operations DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Agrico Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 31, 2020. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity from inception through December 31, 2021 relates to the Company’s formation and preparation for the Initial Public Offering (the “Public Offering” or “IPO”) as described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income and unrealized gains from the cash and marketable securities held in the Trust Account. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is DJCAAC, LLC, a Delaware limited partnership (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 7, 2021 (the “Effective Date”). On July 12, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 14,375,000 1,875,000 10.00 143,750,000 7,250,000 1.00 7,250,000 11.50 Transaction costs of the IPO amounted to $ 9,998,781 2,875,000 5,031,250 655,031 1,437,500 Following the closing of the IPO on July 12, 2021, $ 146,625,000 10.20 185 100 The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $ 10.20 If the Company is unable to complete a Business Combination within 12 months (or up to 21 months if the Company extends the period of time to consummate a business combination by the full amount of time) from the closing of the Public Offering (the “Combination Period”) or during any Extension Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 50,000 The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to redeem 100 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern Consideration As of December 31, 2021 the Company had $ 664,428 467,648 25,000 200,000 171,356 Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, the Company is within 12 months of its mandatory liquidation as of the time of filing this 10K. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, July 12, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 for the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021. The results for the interim periods are not necessarily indicative of the results for the full year. Principles of Consolidation The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions, balances and unrealized gains and losses have been eliminated in consolidation. The Company includes the following wholly owned subsidiaries as of June 30, 2022: Kalera Public Ltd Co. ● Kalera AS ● Kalera Inc. ● Agrico Acquisition Corp. Inc ● Iveron Materials, Inc. ● Vindara, Inc. ● Kalera GmbH (Germany) ● Kalera S.A. (Luxembourg) ● Kalera Real Estate Holdings, LLC ● Kalera Singapore PTE. LTD. ● Kalera Kuwait Agricultural Company for Agricultural Contracting ● Kalera Middle East Holding Ltd (Dubai) KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP, requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may or may not differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of inventory, stock-based compensation, warrants, earnout liabilities, leases and other valuation estimates. The Company’s results can also be affected by economic, political, legislative, regulatory, legal actions, and the global volatility and general market disruption resulting from the global COVID-19 pandemic and geopolitical tensions, such as Russia’s recent incursion into Ukraine. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, environmental, regulatory or administrative actions, claims, or proceedings. Leases The Company identifies leases by evaluating its contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. The Company considers whether it can control the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. Leases with terms greater than twelve (12) months are classified as either operating or finance leases at the commencement date based on guidance in Accounting Standards Codification (ASC) 842, Leases Earnout Liabilities The Company values earnout liabilities related to future contingent equity shares using a Monte-Corlo model. Subsequent changes in their respective fair values are recognized in earnings at each reporting date. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, the Company applies the following five-step model: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or the company satisfies a performance obligation. KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The Company recognizes revenue through the sale of various varieties of lettuce and micro–greens, which are sold to food retail and distribution customers, generally with standard shipping terms. The Company’s revenue results from the delivery of products as the single performance obligation transferred at an agreed upon price per unit. The Company recognizes revenue for the sale of products at the point in time the performance obligation has been satisfied, which is when control of the product has transferred to the customer. Control of the product generally occurs upon shipment or delivery to the customer based on terms of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for delivering products. The amount of revenue recognized is reduced for estimated returns, discounts and other customer credits. For certain contracts with distributors, customer discounts may be uncertain at the time of transfer of the product, and in those circumstances we use our historical experience, industry norms and input from customer to estimate the amount of revenue recorded. No significant element of financing is deemed present as the sales are made with a credit term of thirty (30) days, which is consistent with market practice. A trade receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. Reclassification Certain prior period amounts have been reclassified to conform with current period presentation. Recently Issued Accounting Pronouncements The Company adopted Accounting Standards Update (ASU) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . No other new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the unaudited condensed consolidated financial statements . | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited consolidated financial statements for the years ended December 31, 2021 and 2020 for the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions, balances and unrealized gains and losses have been eliminated in consolidation. The Company includes the following wholly owned subsidiaries as of December 31, 2021: Kalera Public Limited Company ● Kalera Inc. ● Iveron Materials, Inc. ● Vindara, Inc. ● Kalera GmbH (formerly known as &ever GmbH) ● Kalera S.A. ● Kalera Real Estate Holdings, LLC ● Kalera Singapore PTE. LTD. (formerly known as &ever Singapore) ● WAFRA Agriculture for Agriculture Contracting Company - SPC ● Kalera Middle East Holding Ltd (formerly &ever Middle East Holdings Ltd) Segment Reporting The Company’s chief operating decision maker, or the CODM, is considered to be the Chief Operating Officer along with and supported by the Company’s Chief Executive Officer and Chief Financial Officer, together comprising the CODM. The CODM measures performance based on overall return to shareholders based on consolidated return to shareholders. The Company had one Use of Estimates The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may or may not differ from those estimates. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company recognizes revenue through the sale of various varieties of lettuce and micro–greens, which are sold to food retail and distribution customers, generally with standard shipping terms. The Company’s revenue results from the delivery of products as the single performance obligation transferred at an agreed upon price per unit. The Company recognizes revenue for the sale of products at the point in time the performance obligation has been satisfied, which is when control of the product has transferred to the customer. Control of the product generally occurs upon shipment or delivery to the customer based on terms of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for delivering products. The amount of revenue recognized is reduced for estimated returns, discounts and other customer credits. No significant element of financing is deemed present as the sales are made with a credit term of thirty (30) days, which is consistent with market practice. A trade receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. Leases The Company identifies leases by evaluating its contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. The Company considers whether it can control the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. Leases with terms greater than twelve (12) months are classified as either operating or finance leases at the commencement date based on guidance in ASC 842, Leases. Cash and Cash Equivalents The Company considers short–term investment securities with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents at December 31, 2021 and 2020 were $ 16,146 113,353 1,824 6,097 1,305 4,072 250 14,322 107,256 Trade Receivables Trade receivables are recognized initially at fair value less provision for expected credit losses. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer creditworthiness, and current economic trends. Based on management’s review of accounts receivable, an allowance for credit losses of $ 23 no Inventory and Cost of Goods Sold Inventory is stated at the lower of cost or net realizable value and is accounted for using the first–in, first–out (“FIFO”) method. Inventory costs include the costs of producing products which include direct material costs such as seeds and nutrients, salaries and wages of the employees directly involved in farming production, farming facility costs including utility costs, insurance, maintenance, and other costs directly attributed to the vertical farming process and facilities. The inventory balance at December 31, 2021 and 2020 include direct materials not yet utilized in the farming process, cost of leafy greens currently growing, and fully grown leafy greens ready for sale. Inventory costs including shipping and handling are reflected in the cost of goods sold at the time the product is sold and recognized in sales. For any inventory that is produced but is unsold prior to spoil date or is unfit for sale, the Company writes–off that inventory in accordance with the lower of cost or net realizable value principle. During 2021 and 2020, the Company’s facilities operated at higher capacity than was required to meet demand in order to test and condition the systems in the Company’s recently opened production facilities. As a result, cost of goods sold was in excess of net sales and included costs of leafy greens produced but not sold totaling $ 6,475 1,828 Property, Plant and Equipment, net Property, plant and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed beginning on the date the asset is placed into service using the straight–line method over the lesser of the estimated useful lives. Leasehold improvements are amortized on a straight-line basis over the lesser of the useful life of the lease or the relevant lease term. The estimated useful lives are as follows: ● Production facilities: 15 ● Furniture, fittings & equipment: 5 ● Industrial property: 20 ● Vehicles: 6 10 Farming production facilities under construction are not depreciated until completed and ready for their intended use, at which point they are transferred to their own asset category. The Company reclassifies assets under construction, which include primarily farming production facilities, to property, plant, and equipment when the farming production facility is put into service and production begin. The Company capitalizes interest during construction of assets until construction is complete and the asset is placed in service. Business Combinations Business combination accounting requires the acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values. Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company is required to report provisional amounts in the financial statements for the items for which the accounting is incomplete. Adjustments to provisional amounts initially recorded that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. During the measurement period, the Company is also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when the Company receives the information about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which include consideration of future growth rates and margins, future changes in technology and brand awareness, loyalty and position, and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. Carrying Value of Long–Lived Assets The Company follows the provisions of ASC 350 , Intangibles - Goodwill and Other Maintenance and Repairs of Property and Equipment Expenditures for maintenance and repairs are charged to expenses in the period incurred and recorded in cost of goods sold for property and equipment involved in farming operations and selling, general, and administrative for any property and equipment not used in farming operations. Goodwill and Intangible Assets Goodwill – Goodwill represents the excess of costs over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized but is assessed for impairment annually or more frequently if circumstances indicate potential impairment. An impairment charge is recognized when and to the extent the carrying amount of goodwill is determined to exceed its fair value. The Company has the option to first assess qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value. Events and circumstances that are considered in performing the qualitative assessment include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, events affecting the reporting unit or Company as a whole. When performing the qualitative assessment, the Company examines those factors most likely to affect each reporting unit’s fair value. If the Company concludes that it is more likely than not that the reporting unit’s fair value is less than its carrying amount (that is, a likelihood of more than 50 percent) as a result of the qualitative assessment, or, if the qualitative assessment is not elected, then a quantitative assessment is performed in its place, to determine any impairment. There was no impairment of goodwill for the years ending December 31, 2021 or 2020. Intangible Assets Intangible assets are amortized using following useful lives: ● Intellectual property: 10 ● Technology: 15 ● Patents, licenses and software development: 10 Other Non–Current Assets Other non–current assets primarily consist of security deposits required for long–term operating lease agreements. Asset Retirement Obligations The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made. The Company’s asset retirement obligations are generally a result of operating lease agreements for locations which the Company has built–out farming production facilities. The lease agreements often include provisions requiring the Company to return the leased space to its original state prior to the build out of the Company’s farming production facility. These provisions result in costs to remove farming production equipment and repair the leased space prior to vacating the space. In periods subsequent to initial measurement, the Company recognizes period–to–period changes in the asset retirement obligation liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate. The increase in the carrying value of the associated long–lived asset is depreciated over its corresponding estimated economic life. Share Based Compensation The Company recognizes share based compensation expense associated with stock option awards based on an estimate of the grant date fair value of each stock option award. The Company estimates the grant date fair value of stock options granted based on the Black–Scholes model. In valuing stock options, significant judgment is required in determining the expected life that individuals will hold their stock options prior to exercising. The expected term of stock options is derived using the simplified method to provide a reasonable basis of option grants and an estimate of future exercises during the remaining contractual period of the option. Expected volatility for stock options is based on the historical and implied volatility of the Company’s common stock. While volatility and estimated life are assumptions that do not bear the risk of change subsequent to the grant date of stock options, these assumptions may be difficult to measure as they represent future expectations based on historical experience. Further, the expected volatility and expected life may change in the future, which could substantially change the grant-date fair value of future awards of stock options and, ultimately, the expense recorded. See Note 8 for additional information on the Company’s share based compensation plans. The Company accounts for forfeitures as incurred. The Company expenses share-based compensation for stock options using the straight-line method over the requisite service period for the entire award. Foreign currency Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Assets and liabilities of consolidated subsidiaries whose functional currency is other than the U.S. dollar are translated into U.S. dollars using currency exchange rates at the balance sheet date. Revenues and expenses are translated using the average currency exchange rates during the period. Monetary balance sheet items in foreign currency are translated into the functional currency using the exchange rate at the balance sheet date. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of operations as foreign exchange (losses) gains. Where the foreign local currency is used as the functional currency, translation adjustments are recorded as a separate component of accumulated other comprehensive loss. Selling, General, and Administrative Expenses Selling, general, and administrative expenses primarily consist of costs for corporate functions, including payroll, employee benefits for corporate employees, corporate office expenses, professional fees, marketing and selling costs, and other expenses not attributed to production of products. Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are recorded and recognized for future tax effects of temporary differences between financial and income tax reporting. The Company records valuation allowances in situations where the realization of deferred tax assets is not more–likely–than–not. The Company periodically reviews assumptions and estimates of the Company’s probable tax obligations and effects on its liability for any uncertain tax positions, using informed judgment which may include the use of third–party consultants, advisors and legal counsel, as well as historical experience. If a tax position does not meet the minimum statutory threshold to avoid payment of penalties and interest, the Company recognizes an expense for the amount of the interest and penalty in the period in which the Company claims or expects to claim the position on its tax return. For financial statement purposes, the Company is allowed to elect whether to classify such charges as either income tax expense or another expense classification. Should such expense be incurred in the future, the Company will classify such interest as a component of interest expense and penalties as a component of income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company recorded an income tax benefit during the year ended December 31, 2021 due to the recognition of deferred tax benefits for intangible asset amortization associated with its acquired businesses. The Company recorded no income tax benefit or expense for the year ended December 31, 2020. The Company recorded a valuation allowance as of December 31, 2021 and 2020 on substantially all of its domestic and foreign deferred tax assets, as management does not consider it more than likely than not that the benefits from these deferred tax assets will be realized in the near term. (Loss) Earnings Per Share Basic earnings or loss per common share amounts are calculated using the weighted average number of common shares outstanding for the period. Diluted earnings per common share amounts are calculated using the weighted average number of common shares outstanding plus the additional dilution for all potentially dilutive securities. During loss periods, diluted loss per share amounts are based on the weighted average number of common shares outstanding, because the inclusion of common stock equivalents would be antidilutive. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Amounts classified as cash and cash equivalents, trade receivables, accounts payable and accrued expenses are considered level 1 and are measured based on quoted prices in active markets for identical assets. Commitments and Contingencies The Company, from time to time, is involved in various legal proceedings incidental to the conduct of its business, including claims by customers, employees or former employees. Once it becomes probable that the Company will incur costs in connection with a legal proceeding and such costs can be reasonably estimated, it establishes appropriate reserves. While legal proceedings are subject to uncertainties and the outcome of any such matter is not predictable, the Company is not aware of any legal proceedings pending or threatened against it that it expects to have a material adverse effect on its financial condition, results of operations or liquidity. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at financial institutions. The Company has not experienced any realized losses in such accounts and believes it is not exposed to any significant credit risk. The Company’s top five customers that individually represented over ten percent of its total sales accounted for 68 43 Advertising Costs The Company expenses advertising costs as incurred, which are included as a component of Selling, general, and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. Advertising expense was approximately $ 510 181 Liquidity and Going Concern Considerations Since inception, the Company has financed its operations primarily through the sale of shares of common stock and debt financing. The Company incurred losses during the years ended December 31, 2021 and 2020 of $ 40,057 8,657 62,606 The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, complete development of new seeds and produce, and attain profitability. The Company has implemented and continues to implement plans to fund its operations and finance its future development activities and its working capital needs. In the first quarter of 2022, the Company executed a sale-leaseback transaction that raised approximately $ 8,100 20,000 10,000 The Company also anticipates completing a merger with a special purpose acquisition company (see Note 18) by the second quarter of 2022, which would provide additional liquidity to support the Company’s ongoing operations. The Company is also in negotiations for a second sale-leaseback transaction along with raising additional debt financing with a third party lender. If the Company continues to seek additional financing to fund its business activities in the future and there remains doubt about its ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms, or at all. If the Company is unable to raise the necessary funds when needed or other strategic objectives are not achieved, it may not be able to continue its operations, or it could be required to modify its operations, which could slow future growth. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. Recently Issued Accounting Pronouncements Recent accounting pronouncements, other than below, issued by the Financial Accounting Standards Board (“FASB”) .the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future Consolidated Financial Statements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes certain exceptions to the general principles of ASC 740, Income Taxes, (“ASU 740”) in order to reduce the cost and complexity of its application in the areas of intra-period tax allocation, deferred tax liabilities related to outside basis differences, year-to-date losses in interim periods and other areas within ASC 740. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. | |
Agrico Acquisition Corp [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 — Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 1, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022, the assets held in the Trust Account of $ 146,651,498 As of December 31, 2021, investment in the Company’s Trust Account consisted of $ 396 146,644,279 The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities at December 31, 2021 are as follows: SCHEDULE OF UNREALIZED HOLDING LOSS AND FAIR VALUE OF HELD TO MATURITY SECURITIES Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — 146,645,572 Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Net Loss Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 14,437,500 SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE For the three months ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (304,235 ) $ (75,306 ) $ — $ — Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption (1) 14,518,750 3,593,750 — 2,291,667 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ — $ — (1) As of March 31, 2021, excludes up to 468,750 1,406,250 5,000,000 3,593,750 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for our Class A ordinary share subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 14,375,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit, and Class A ordinary shares. As of March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY SHARE REFLECTED ON THE BALANCE SHEET Gross proceeds from IPO $ 143,750,000 Less: Proceeds allocated to Public Warrants (5,287,763 ) Offering costs related to Class A ordinary shares subject to possible redemption (8,223,786 ) Plus: Offering costs allocated to public warrants 314,060 Re-Measurement of Class A ordinary shares to redemption amount 16,072,489 Class A ordinary shares subject to possible redemption $ 146,625,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Company coverage of $ 250,000 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 — Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: SCHEDULE OF UNREALIZED HOLDING LOSS AND FAIR VALUE OF HELD TO MATURITY SECURITIES Carrying Value Gross Unrealized Gross Unrealized Fair Value as of U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — $ 146,645,572 Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with issuance of the Class A ordinary shares were charged upon the completion of the Initial Public Offering. Net Income (loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 14,437,500 the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE For the Year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (256,068 ) $ (116,096 ) $ — $ 9,672 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 6,881,490 3,141,695 — — Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ — $ — Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for our Class A ordinary share subject to possible redemption in accordance with ASC 480.Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, 14,375,000 There were no Class A ordinary shares outstanding as of December 31, 2020. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit, and Class A ordinary shares. As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table: SCHEDULE OF ORDINARY SHARE REFLECTED ON THE BALANCE SHEET Gross proceeds from IPO $ 143,750,000 Less: Proceeds allocated to Public Warrants (5,287,763 ) Offering costs related to Class A ordinary shares subject to possible redemption (8,223,786 ) Plus: Offering costs allocated to public warrants 314,060 Re-Measurement of Class A ordinary shares to redemption amount 16,072,489 Class A ordinary shares subject to possible redemption $ 146,625,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Company coverage of $ 250,000 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INVENTORY
INVENTORY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | NOTE 4: INVENTORY The Company’s inventory consists of finished goods from farming production, raw materials and supplies used in the farming production, and work–in process farming production. Raw materials and supplies are comprised of seeds, nutrients, and packaging for finished goods. Work–in–process and finished goods include in–process and ready–to–eat lettuce varieties and micro–greens, including the packaging for the finished product. KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SCHEDULE OF INVENTORY In thousands Unaudited June 30, 2022 December 31, 2021 Raw materials and supplies $ 21 $ 456 Work in process 437 76 Finished goods 718 658 Total inventories $ 1,176 $ 1,190 | NOTE 3: INVENTORY The Company’s inventory consists of finished goods from farming production, raw materials used in the farming production, and work–in process farming production. Raw materials are comprised of seeds, nutrients, and packaging for finished goods. Work–in–process and finished goods include in–process and ready–to–eat lettuce varieties and micro–greens, including the packaging for the finished product. SCHEDULE OF INVENTORY December 31, 2021 December 31, 2020 In thousands Raw materials and supplies $ 456 $ 38 Work in process 76 11 Finished goods 658 55 Total inventories $ 1,190 $ 104 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY, PLANT AND EQUIPMENT | NOTE 5: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consists of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT In thousands Unaudited June 30, 2022 December 31, 2021 Production facilities $ 88,397 $ 55,824 Furniture, fittings & equipment 5,447 5,336 Industrial property — 3,670 Vehicles 531 378 Assets under construction 57,852 68,168 Less: accumulated depreciation (7,971 ) (5,214 ) Total property, plant and equipment, net $ 144,256 $ 128,162 Depreciation expense for the three and six months ended June 30, 2022 amounted to $ 1,765 2,757 332 500 | NOTE 4: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consists of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT In thousands December 31, 2021 December 31, 2020 Production facilities $ 53,590 $ 9,046 Furniture, fittings & equipment 5,223 957 Industrial property 3,659 — Vehicles 244 55 Assets under construction 68,207 19,340 Less: accumulated depreciation (2,761 ) (891 ) Total property, plant and equipment, net $ 128,162 $ 28,506 Depreciation expense for the years ended December 31, 2021 and 2020 amounted to $ 2,238 523 The Company recorded an impairment on certain assets at a facility under construction during 2021 that were damaged. The total loss incurred was $ 1,051 650 |
LEASES
LEASES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases | ||
LEASES | NOTE 6: LEASES The Company’s leases do not provide an implicit borrowing rate, thus the Company uses an estimated incremental borrowing rate in determining the present value of lease liabilities. The estimated incremental borrowing rate is derived from information available at the lease commencement date. For the quarter ended June 30, 2022 and 2021, the weighted average incremental borrowing rate for the leases is 7.66 9.14 18.21 18.74 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS In thousands Remainder of 2022 $ 2,544 2022 $ - 2023 5,165 2024 5,259 2025 5,346 2026 5,425 Thereafter 86,294 Total undiscounted operating lease payments 110,033 Less: Imputed interest (50,986 ) Present value of total operating leases $ 59,047 KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | NOTE 5: LEASES The Company has operating leases for its corporate offices, farming production facilities space, delivery vehicles, and production equipment. The majority of the operating leases obligations are a result of the lease agreements for the Company’s large vertical farming facilities as of December 31, 2021 and 2020, respectively. Operating lease right–of–use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligations to make lease payment arising from the lease. ROU assets and liabilities are based on the estimated present value of the lease payments over the lease term and are recognized at the lease commencement date. The Company uses the practical expedient to not separate lease and non–lease components. The Company’s total lease cost which was solely from operating leases was approximately $ 5,458 796 Most space leased for vertical farming production have initial lease terms of up to ten years two five years 7.67 9.14 18.69 17.7 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS December 31, In thousands Remainder of 2022 $ - 2022 $ 4,972 2023 5,103 2024 5,196 2025 5,284 2026 5,363 Thereafter 86,213 Total undiscounted operating lease payments 112,131 Less: Imputed interest (52,796 ) Present value of total operating leases $ 59,335 The following table represents the Company’s ROU assets commitments as of and for the year–ended December 31, 2021 and 2020 including renewal options that management believes are reasonably certain to be exercised: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSETS In thousands December 31, 2021 December 31, 2020 Operating lease right-of-use assets at the beginning of the year $ 7,462 $ 3,333 Additions 49,357 4,536 Amortization (1,543 ) (407 ) Operating lease right-of-use assets at the end of the year $ 55,276 $ 7,462 Supplemental cash flow and other information related to operating leases are as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATING TO OPERATING ACTIVITIES In thousands December 31, 2021 December 31, 2020 Cash paid for operating leases $ 2,371 $ 507 Right of use assets obtained in exchange for new operating leases 49,357 4,536 |
GOODWILL AND BUSINESS ACQUISITI
GOODWILL AND BUSINESS ACQUISITIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
GOODWILL AND BUSINESS ACQUISITIONS | NOTE 7: GOODWILL AND BUSINESS ACQUISITIONS Vindara Acquisition The Company purchased 100 22,592 The Company incurred acquisition related costs of $ 300 ten The purchase price of $ 22,592 37 14,213 8,379 Based on the Company’s analysis of Vindara’s assets and liabilities, the allocation of the purchase price to the identifiable assets and liabilities is set out below: SCHEDULE OF IDENTIFIABLE ASSETS AND LIABILITIES ASSUMED ASSETS ACQUIRED In thousands Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 Total assets acquired 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 Total liabilities assumed 2,847 FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The goodwill balance at June 30, 2022 and December 31, 2021 is attributed to other businesses the Company acquired during the year ended December 31, 2021. The change in the goodwill balance during the three and six months ended June 30, 2022 is driven by foreign currency translation adjustments related to wholly owned subsidiaries of $ 4,169 (64,252) SCHEDULE OF GOODWILL ACQUIRED In thousands Unaudited June 30, 2022 December 31, 2021 Goodwill attributed to the following acquisitions: Vindara $ 14,430 $ 14,430 Kalera GmbH 43,813 47,982 Kalera Middle East 5,853 5,853 Other 156 156 Impairment (64,252 ) — Goodwill $ — $ 68,421 Goodwill Impairment Because of the June 30, 2022 stock price decrease, reporting of losses and decline in current market valuation of companies in the industry, management concluded that impairment indicators were present and thus performed a quantitative analysis of our long-lived assets and goodwill. Based on the difference between the Company’s market capitalization versus the Company computed value on June 30, 2022, the Company recognized a goodwill impairment loss of $ (64,252) 0 | NOTE 6: GOODWILL AND BUSINESS ACQUISITIONS Vindara Acquisition The Company purchased 100 22,629 The Company incurred acquisition related costs of $ 300 ten years Since being acquired, total expenses of $ 950 The purchase price of $ 22,592 37 14,213 8,379 Based on the Company’s analysis of Vindara’s assets and liabilities, the allocation of the purchase price to the identifiable assets and liabilities is set out below: SCHEDULE OF IDENTIFIABLE ASSETS AND LIABILITIES ASSUMED ASSETS ACQUIRED Prepaid expenses, deposits and fixed assets $ 59 Accounts receivable, prepaids, and inventory Licenses 1,700 Intellectual property 9,250 Total assets acquired 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 Total liabilities assumed 2,847 LESS: PREVIOUS NON-CONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARY FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 Supplemental Unaudited Pro-forma Informatio Assuming a transaction closing on January 1, 2020, pro-forma unaudited consolidated revenues for the twelve-month period ended December 31, 2021 and 2020 including Vindara, would have been $ 2,885 887 40,122 9,717 &ever GmbH Acquisition The Company acquired 100 After October 1, 2021, &ever’s results are included with the Company’s results in the accompanying consolidated financial statements. The acquisition method of accounting was used by the Company for the business combination utilizing a discounted cash flow method utilizing estimates and assumptions made by the Company at the time of the acquisition. The Company incurred transaction costs of $ 421 Since being acquired, total revenue of $ 128 2,479 The purchase price of $ 118,663 33,610 2,520,975 85,023 50 25 Based on the Company’s analysis of &ever’s assets and liabilities, the allocation of the purchase price to the identifiable assets and liabilities is set out below. ASSETS ACQUIRED In thousands Right-of-use assets, net $ 5,552 Other assets 1,448 Equity investment-Smart Soil 1,394 Equity investments-&ever Middle East Holding Ltd. 8,364 Fixed assets 8,711 Intangible asset - technology 61,100 Total assets acquired 86,569 LIABILITIES ASSUMED Accounts payable and accruals 3,140 Lease liabilities 5,941 Deferred tax liability 6,837 Total liabilities assumed 15,918 FAIR VALUE OF NET ASSETS ACQUIRED 70,651 PURCHASE PRICE 118,633 EXCESS ATTRIBUTABLE TO GOODWILL $ 47,982 Supplemental Unaudited Pro-forma Information Assuming a transaction closing on January 1, 2020, pro-forma unaudited consolidated revenues for the twelve-month period ended December 31, 2021 and 2020 including &ever, would have been $ 2,885 887 55,267 15,882 &ever Middle East Holding Ltd Acquisition On October 13, 2021, the Company, through its wholly owned subsidiary &ever GmbH, acquired the remaining 50 50 After October 13, 2021, &ever Middle East Holding Ltd.’s was fully consolidated into the Company’s financial statements as a wholly owned subsidiary and &ever Middle East Holding Ltd.’s results are included within the Company consolidated financial statements. Goodwill from this acquisition represents the portion of purchase prices in excess of the fair value of tangible assets, know-how, and intellectual property to develop vertical farming that are attributable to the expected synergies to be achieved including increased revenues, combined talent, technology, production/yield improvements and cost reductions. This goodwill is assigned to the whole Company and is not deductible for tax purposes. Since being acquired, revenue of $ 125 465 The purchase price of $ 8,258 1,899 6,359 Supplemental Unaudited Pro-forma Information Pro-forma information had the transaction been consumed as of January 1, 2021 and 2020 is not material for disclosure for the year ended December 31, 2021 and 2020. Based on the Company’s analysis of &ever Middle East Holding Ltd.’s assets and liabilities, the allocation of the purchase price to the identifiable assets and liabilities is set out below: ASSETS ACQUIRED Accounts receivable, prepaids, and inventory $ 359 Fixed assets 9,810 Intangible asset - technology 1,050 Total assets acquired 11,219 LIABILITIES ASSUMED Accounts payable and accrued liabilities 284 Deferred tax liability 166 Total liabilities assumed 450 LESS: PREVIOUS NON-CONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARY (8,364 ) FAIR VALUE OF NET ASSETS ACQUIRED 2,405 PURCHASE PRICE 8,258 EXCESS ATTRIBUTABLE TO GOODWILL $ 5,853 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 8: INTANGIBLE ASSETS SCHEDULE OF INTANGIBLE ASSETS In thousands Unaudited June 30, 2022 December 31, 2021 Technology $ 56,874 $ 62,150 Less: accumulated amortization (3,091 ) (1,018 ) Net book value - Technology 53,783 61,132 Intellectual property 9,250 9,250 Less: accumulated amortization (1,156 ) (694 ) Net book value - Intellectual property 8,094 8,556 Patents, licenses and software development 2,822 2,822 Less: accumulated amortization (364 ) (139 ) Net book value - Patents, licenses and software development 2,458 2,683 Total intangible assets, net $ 64,335 $ 72,371 KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Amortization expense for the three and six months ended June 30, 2022 amounted to $ 1,374 2,760 275 SCHEDULE OF EXPECTED AMORTIZATION EXPENSES Technology Intellectual Patents, licence, and software development Total Remainder of 2022 $ 2,071 $ 463 $ 282 $ 2,816 2023 4,143 925 564 5,632 2024 4,143 925 564 5,632 2025 4,143 925 564 5,632 2026 4,143 925 200 5,268 Thereafter 36,737 2,618 — 39,355 64,335 The weighted average amortization period remaining as of June 30, 2022 is as follows: SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION Intellectual property 9.00 Technology 14.50 Patents, licences and software development 4.50 | NOTE 7: INTANGIBLE ASSETS SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 December 31, 2020 In thousands Technology $ 62,150 $ — Less: accumulated amortization (1,018 ) Net book value - Technology 61,132 Intellectual property $ 9,250 $ — Less: accumulated amortization (694 ) Net book value - Intellectual Property 8,556 Patents, licenses and software development $ 2,822 $ 530 Less: accumulated amortization (139 ) Net book value - Patents, licenses and software development 2,683 530 Total intangible assets, net $ 72,371 $ 530 Amortization expense for the years ended December 31, 2021 amounted to $ 1,851 no SCHEDULE OF EXPECTED AMORTIZATION EXPENSES December 31, Technology Intellectual Property Patents, licenses and software development Total In thousands Remainder of 2022 - - - - 2022 $ 4,143 $ 925 $ 564 $ 5,632 2023 4,143 925 564 5,632 2024 4,143 925 564 5,632 2025 4,143 925 564 5,632 2026 4,143 925 564 5,632 Thereafter 40,433 3,778 — 44,211 $ 72,371 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
SHARE-BASED COMPENSATION | NOTE 9: SHARE-BASED COMPENSATION Total stock-based compensation expense was $ 785 8,797 568 1,002 The computation of the expense associated with share-based compensation requires the use of certain valuation models. The Company currently uses a Black-Scholes option pricing model to calculate the fair value of its stock options. The Black-Scholes model requires the use of assumptions regarding the volatility of the Company’s common stock, the expected life of the stock award, and the dividend ratio. The volatility assumptions are based on the Company’s life-to-date historical volatility since inception. The risk-free rates are based on similar term U.S. Treasury rates in effect at the time of the stock grant. The expected stock option life represents the period of time that the stock options granted are expected to be outstanding and is based on historical experience. Share-based compensation expense is recognized only for those stock-based awards expected to vest. As part of the Business Combination Agreement, each out-of-the-money company option that is outstanding at the Closing Date shall be cancelled for no consideration, other than the right to receive new options in a future date. As of June 30, 2022 all out-of-the-money options were cancelled and zero 7,200 4,000,000 364,000 | NOTE 8: SHARE-BASED COMPENSATION On October 21, 2013, the Company’s stockholders approved the 2013 Equity Incentive Plan (the “2013 Plan”), and subsequently amended the 2013 Plan. The amended 2013 Plan was approved on June 18, 2018 (the “2018 Plan”). The 2018 Plan is administered by the Board of Directors (the “Board”). The Board determines which eligible persons receive awards and the terms and conditions applicable to awards within the confines of the 2018 Plan’s terms. The 2018 Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the applicable participant. The 2018 Plan provides for the grant of stock options (including incentive stock options and non–qualified stock options) to eligible participants. Eligible participants are defined as employees, directors, and eligible consultants of the Company. The 2018 Plan contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including recapitalizations and mergers, transferability of awards and tax withholding requirements. The exercise price per share for which an option may be exercised shall be established by the Board and stated in the award agreement evidencing the grant of the option; provided, that (i) the exercise price shall be no less than 100 110 10 100 The 2018 Plan may be amended, altered, suspended and/or terminated at any time by the Board; provided, that approval of an amendment to the 2018 Plan by the shareholders of the Company shall be required to the extent, if any, that shareholder approval of such amendment is required by applicable law. The Board may amend, alter, suspend and/or terminate any award granted under the 2018 Plan, prospectively or retroactively, but such amendment, alteration, suspension or termination of an award shall not, without the consent of the recipient of an outstanding award, materially adversely affect the rights of the recipient with respect to the award. As of December 31, 2021 and 2020, the Board authorized the issuance of 1,222 993 four year SCHEDULE OF SHARE-BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY Employee share based option program Weighted average share price Number of shares (In thousands) Options outstanding, January 1, 2020 $ 8.29 453 Granted $ 8.29 536 Exercised — — Forfeited, expired and cancelled — — Options outstanding, December 31, 2020 $ 8.29 989 Granted 36.91 377 Exercised — — Forfeited, expired and cancelled (11.16 ) (180 ) Options outstanding, December 31, 2021 $ 21.88 1,186 Options exercisable, December 31, 2021 462 Employee share based option program Weighted average Grant Date Fair Value Number of shares (In thousands) Non-vested, January 1, 2020 $ 10.28 453 Granted $ 10.28 536 Exercised — — Forfeited, expired and cancelled — — Non-vested, December 31, 2020 $ 10.28 989 Granted 16.80 377 Forfeited, expired and cancelled 3.87 (180 ) Vested 6.85 (462 ) Options outstanding, December 31, 2021 $ 13.81 724 During the year ended December 31, 2021, the Company granted stock options, covering a total of 377 18.12 55.25 four years eight 8.84 37.02 During the year ended December 31, 2020, the Company granted stock options, covering a total of 536 11.05 30.39 four years eight 2.21 23.09 Share-based compensation is measured based on the grant date fair value of the 2018 Plan awards and subsequently recognized as expense ratably over their vesting periods. Share-based compensation for awards with service or performance-based vesting requirements is adjusted to reflect actual vested awards, with forfeitures recorded as a reduction of expense at the time they occur. The computation of the expenses associated with share-based compensation requires for the use of certain valuation models. The Company currently uses a Black-Scholes option pricing model to calculate the fair value of its stock options. The Black-Scholes model requires the use of assumptions regarding the volatility of the Company’s common stock, the expected life of the stock award, and the dividend ratio. The volatility assumptions are based on the Company’s life-to-date historical volatility since inception. The risk-free rates are based on similar term U.S. Treasury rates in effect at the time of the stock grant. The expected stock option life represents the period of time that the stock options granted are expected to be outstanding and is based on historical experience. Share-based compensation is recognized only for those stock-based awards expected to vest. The assumptions used in the Black-Scholes option pricing model, along with the certain other information regarding share-based compensation awards is as follows: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES December 31, 2021 December 31, 2020 Expected volatility (%) 66.00 % 45.40 % Expected dividend growth rate (%) 0.00 % 0.00 % Risk-free interest rate (%) 0.87 % 0.90 % Expected term (years) 3.51 3.51 Weighted average contractual life (years) 3.76 3.50 Weighted average fair value of options granted $ 16.80 $ 16.02 Weighted average exercise price - minimum $ 18.12 $ 11.05 Weighted average exercise price - maximum $ 55.25 $ 30.39 Aggregate intrinsic value of stock options outstanding $ 3,047 $ 27,682 Compensation cost to be recognized for unvested options $ 8,505 $ 5,564 Shareholder compensation expense $ 2,565 $ 996 |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
ASSET RETIREMENT OBLIGATIONS | NOTE 10: ASSET RETIREMENT OBLIGATIONS The Company has asset retirement obligations as a result of its farming production facilities which are often located in leased spaces. The Company builds vertical farming production facilities within leased space including growing racks, electrical systems, water systems, storage areas, and production lines. The lease agreements often require the Company to return the leased space to its original state upon vacating the space at the end of the lease term. KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The Company estimates asset retirement obligations which includes the total cost of disposing of the farming production facility and equipment from the leased space at the end of the lease term. The Company records the asset retirement obligations at fair value in accordance with ASC 410–20, Asset Retirement Obligations The following table provides all changes to the company’s asset retirement obligations. SCHEDULE OF ASSET RETIREMENT OBLIGATIONS In thousands Asset retirement obligations at December 31, 2020 $ 588 Accretion expenses 5 Asset retirement obligations at March 31, 2021 593 Accretion expenses 13 Asset retirement obligations at June 30, 2021 $ 606 Asset retirement obligations at December 31, 2021 $ 1,527 Accretion expenses 63 Asset retirement obligations at March 31, 2022 1,590 Accretion expenses 32 Asset retirement obligations at June 30, 2022 $ 1,622 | NOTE 9: ASSET RETIREMENT OBLIGATIONS The Company has asset retirement obligations as a result of its farming production facilities which are often located in leased spaces. The Company builds vertical farming production facilities within leased space including growing racks, electrical systems, water systems, storage areas, and production lines. The lease agreements often require the Company to return the leased space to its original state upon vacating the space at the end of the lease term. The Company estimates asset retirement obligations which includes the total cost of disposing of the farming production facility and equipment from the leased space at the end of the lease term. The Company records the asset retirement obligations at fair value in accordance with ASC 410–20, Asset Retirement Obligations The following table provides all changes to the company’s asset retirement obligations. SCHEDULE OF ASSET RETIREMENT OBLIGATIONS In thousands December 31, 2021 December 31, 2020 Asset retirement obligations at the beginning of the year $ 588 $ 204 Liabilities incurred 889 334 Accretion expenses 50 50 Total asset retirement obligations at year end $ 1,527 $ 588 Accretion expense for the years ended December 31, 2021 and 2020 amounted to $ 50 50 |
INCOME TAXES
INCOME TAXES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 11: INCOME TAXES The Company’s effective income tax rate was 0.7 1.3 0.0 21 The Company’s income tax provision is impacted by a valuation allowance on the Company’s net deferred tax assets, net of reversing taxable temporary differences and considering future annual limitations on net operating loss carryforward utilization enacted by U.S. tax reform legislation. The Company maintains a valuation allowance on its net deferred tax assets for all periods presented as the Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets. Valuation allowances are provided against deferred tax assets when, based on all available evidence, it is considered more likely than not that some portion or all the recorded deferred tax assets will not be realized in future periods. KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | NOTE 10: INCOME TAXES Loss before income tax (benefit), expense consists of the following: SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN In thousands December 31, 2021 December 31, 2020 Domestic $ (36,781 ) $ (8,657 ) Foreign (4,533 ) — Loss before income taxes $ (41,314 ) $ (8,657 ) The components of the income tax benefit are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) In thousands December 31, 2021 December 31, 2020 Deferred: Domestic - Federal 569 — Foreign 762 — Deferred income tax benefit $ 1,331 $ — The Company operates in the U.S. and foreign jurisdictions, with the majority of operations primarily occurring within the U.S., Norway, and Germany. At December 31, 2021 and 2020 the Company had a net deferred tax liability of $ 8,447 0 102,970 50,000 The realization of deferred tax assets is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists. The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Management’s evaluation begins with a jurisdictional review of cumulative gains or losses incurred over recent years. A significant piece of objective negative evidence exists when a jurisdiction has incurred cumulative losses over recent years. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future growth. Based on the positive and negative evidence for recoverability, the Company establishes a valuation allowance against the net deferred tax assets of a taxing jurisdiction in which they operate unless it is “more likely than not” that the Company will recover such assets through the above means. The Company has valuation allowances of $ 20,508 10,761 As of December 31, 2021 and 2020, the Company’s deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES In thousands December 31, 2021 December 31, 2020 Deferred Tax Assets Accrued expenses $ 430 $ 63 Right-of-use asset 14,484 2,357 Federal NOL 21,050 10,338 State NOL 2,222 697 Research and development credits 266 354 Valuation allowances (20,508 ) (10,761 ) Total deferred tax assets $ 17,944 $ 3,048 Deferred Tax Liabilities Property, plant and equipment $ 522 $ 648 Intangibles 12,241 — Prepaid expenses 133 6 Lease liability 13,495 2,394 Total deferred tax liability $ 26,391 $ 3,048 Net deferred tax assets $ (8,447 ) $ — The effective income tax rate differs from the statutory rate as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Statutory rate 22.00 % 22.00 % Foreign rate difference -1.60 % -1.00 % Permanent differences -1.30 % 0.70 % Research and development credits 0.00 % -0.90 % State income tax, net 3.50 % -1.90 % Valuation allowance -23.90 % -18.90 % Other 4.20 % 0.00 % Effective tax rate 2.90 % 0.00 % As of December 31, 2021 and 2020 the Company has no uncertain tax positions. The Company generally remains subject to examination by U.S. federal and state tax authorities for the years 2018 through 2021. The Company is no longer subject to examinations by tax authorities for the years 2017 and prior. |
CONVERTIBLE LOAN
CONVERTIBLE LOAN | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible Loan | ||
CONVERTIBLE LOAN | NOTE 12: CONVERTIBLE LOAN On March 4, 2022, the Company entered into a secured convertible promissory note agreement (the “Note”) with third parties in the amount of $ 10,000 20,000 8.0 10.00 10.00 As previously mentioned, the Company adopted ASU 2020-06 and concluded that the Note was accounted for as debt, with no bifurcation of the embedded conversion feature. The effective interest rate for the Note is 8.0 202 253 | NOTE 11: CONVERTIBLE LOAN For the year ended December 31, 2019, the Company obtained a loan in the amount of $ 3,000 567 no December 31, 2021 2020 |
GAIN ON FORGIVENESS OF DEBT
GAIN ON FORGIVENESS OF DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
GAIN ON FORGIVENESS OF DEBT | NOTE 12: GAIN ON FORGIVENESS OF DEBT During the year ended December 31, 2020 328 two years 1% December 31, 2020 328 December 31, 2021 |
DEBT
DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
DEBT | NOTE 13: DEBT On April 14, 2022, Kalera Inc. (a wholly owned subsidiary), as borrower, entered into the Farm Credit Loan and Security Agreement with Farm Credit of Central Florida, ACA (“Farm Credit”), under which Farm Credit agreed to make (i) revolving loans in an aggregate principal amount up to $ 10 20 The revolving facility under the Farm Credit Loan and Security Agreement matures on the second anniversary of the date of the agreement, unless commitments thereunder are terminated earlier in accordance with the terms of the agreement. The term loan facility may be drawn upon within the first 24 0.625 0.75 5.50 20,000 352 7 345 97 SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS In thousands Reminder of 2022 $ — 2023 — 2024 1,250 2025 2,500 2026 2,500 Thereafter 13,750 $ 20,000 The obligations under the Farm Credit Loan and Security Agreement are required to be guaranteed by all existing and future subsidiaries of the borrower other than Kalera Real Estate Holdings LLC. The obligations under the Farm Credit Loan and Security Agreement are secured by a continuing security interest and lien in substantially all of assets and property of the loan parties, as more fully described in the Farm Credit Loan and Security Agreement, except for any Excluded Assets (as defined in the Farm Credit Loan and Security Agreement). Excluded Assets include, among others, as specified in the agreement, the loan parties’ real property, and any “intent-to-use” application for registration of a trademark. KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The Farm Credit Loan and Security Agreement contains customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, and dividends and other distributions. The Farm Credit Loan and Security Agreement requires compliance with certain financial covenants. These financial covenants include (a) a minimum Liquidity (as defined in the Farm Credit Loan and Security Agreement), (ii) a maximum Consolidated Funded Debt to Capital Ratio (as defined in the Farm Credit Loan and Security Agreement), and (iii) a maximum Consolidated Funded Debt to EBITDA Ratio (as defined in the Farm Credit Loan and Security Agreement). So long as any term loans are outstanding under the agreement, commencing with the fiscal quarter ending June 30, 2022, on a quarterly basis, the borrower would be required to maintain a minimum Liquidity equal to the projected scheduled aggregate principal and interest payments with respect to the term loan for the three 45 3.25 1.00 In addition to the Farm Credit Loan, the Company had additional debt outstanding in the amount of $ 27 | NOTE 13: DEBT On August 9, 2021, the Company entered into a debt facility agreement with DNB Bank ASA. The agreement allowed the Company to borrow up to $ 35,000 34,000 34,000 1,800 0.9% SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 14: EQUITY METHOD INVESTMENT As part of the acquisition of &ever GmbH, the Company now holds an investment in Smart Soil, a German start-up entity that develops high-yielding, organic, and long lasting soil. In exchange for voting interests, &ever had invested a total of $ 1,322 25% The balance of the equity method investment was $ 1,322 no December 31, 2020 December 31, 2021 74 |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLAN | NOTE 15: RETIREMENT PLAN The Company has a 401(k) savings plan covering all employees who have six months of service and who are at least 21 years of age. Employees may contribute up to a maximum amount allowable per the Internal Revenue Code. Employer contributions are determined at the discretion of the Company’s Board of Directors. The Company’s contributions with respect to the plan were approximately $ 68 December 31, 2021 no December 31, 2020 |
DISAGGREGATED REVENUES BY CUSTO
DISAGGREGATED REVENUES BY CUSTOMER TYPE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
DISAGGREGATED REVENUES BY CUSTOMER TYPE | NOTE 18: DISAGGREGATED REVENUES BY CUSTOMER TYPE The Company recognized revenues of $ 1,289 2,766 489 828 321 SCHEDULE OF DISAGGREGATED REVENUES In thousands 2022 2021 2022 2021 Three months ended June 30, Six months ended June 30, In thousands 2022 2021 2022 2021 Food service revenue $ 766 $ 130 $ 1,376 $ 294 Retail revenue 523 359 1,390 534 Net sales $ 1,289 $ 489 $ 2,766 $ 828 | NOTE 16: DISAGGREGATED REVENUES BY CUSTOMER TYPE The Company recognized revenues of $ 2,855 887 SCHEDULE OF DISAGGREGATED REVENUES BY CUSTOMER TYPE In thousands December 31, 2021 December 31, 2020 Food Service Revenue $ 1,575 $ 169 Retail Revenue 1,280 718 Net sales $ 2,855 $ 887 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | NOTE 21: SUBSEQUENT EVENTS Subsequent events for recognition or disclosure have been evaluated through the date the financial statements were available to be issued. Private Placement ● On July 11, 2022, the Company entered into a securities purchase agreement with a single institutional investor to raise approximately $ 10,000 2,500,000 2,500,000 2,500,000 4.00 six months 4.41 two years six months 4.41 | NOTE 17: SUBSEQUENT EVENTS Sale Leaseback of St. Paul Farming Facility On January 25, 2022, the Company entered into a purchase and sale agreement for a sale-leaseback transaction with a third party related to its industrial property in St. Paul, Minnesota. The Company sold the property to this third party and then entered into a new lease with them. Per the agreement, the initial term of the lease will be for 20 years two 5 year 566 8,100 Agrico Merger On January 31, 2022, the Company announced it will merge with a special acquisition company, Agrico Acquisition Corp. (“Agrico”). The transaction will result in the Company becoming a publicly listed company on NASDAQ and delisting from the Euronext Growth Oslo exchange during the second quarter of 2022. Key highlights of the merger include: ● The all-stock transaction creates a combined company with an equity value of approximately $ 375,000 ● Based on the common stock of Agrico at $ 10 0.091 ● In addition to shares of Agrico common stock, the Company’s shareholders will receive one two 5% New capital is expected to provide the Company the flexibility to fuel the next generation of farms in the US and International locations. Bridge Financing Facility On March 7, 2022, the company announced it entered a secured convertible bridge financing facility for up to $ 20,000 one year 8% 10.00 Secured Credit Facility On April 19, 2022, the Company secured a $ 30,000 20,000 10,000 120 months 0.750% 0.625% Share Recast On May 27, 2022, the Company’s merger between Kalera AS with its wholly-owned subsidiary Kalera S.A. became effective. As merger consideration, the shareholders of Kalera AS received shares in Kalera S.A. The exchange ratio in the merger between Kalera AS with its wholly-owned subsidiary Kalera S.A. was 2-to-1, meaning that two shares in Kalera AS gave the right to receive one share in Kalera S.A., resulting in the number of shares in Kalera S.A. being approximately half the number of shares as in Kalera AS. Subsequently, the Company’s merger between Kalera S.A. and Agrico Acquisition Corp on June 28, 2022 became effective. As merger consideration, the shareholders of Kalera S.A. received shares in Kalera Public Limited Company in accordance with a 0.181 0.181 | |
Agrico Acquisition Corp [Member] | |||
SUBSEQUENT EVENTS | Note 9 — Subsequent Events SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than the subsequent event discussed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On April 20, 2022, the Company entered into an amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”) to amend and restate the warrant agreement, dated July 7, 2021 (the “Original Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, in order to correct certain omitted language and other typographical errors found in the Original Agreement. In particular, the Amended and Restated Warrant Agreement clarifies that the Company’s private warrants and working capital warrants, if any, are identical to the public warrants that were included as part of the units sold in the Company’s initial public offering. | Note 8 — Subsequent Events SUBSEQUENT EVENTS On January 30, 2022, Agrico Acquisition Corp., a Cayman Islands exempted company entered into a Business Combination Agreement with (i) a private limited company incorporated in Ireland (ii) a Caymans Islands exempted company (iii) a limited liability company incorporated under the laws of the Grand Duchy of Luxembourg and, together with Cayman Merger Sub and (iv) a Norwegian private limited liability company. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events (other than the one disclosed above) that would have required adjustment or disclosure in the financial statements. AGRICO ACQUISITION CORP. CONDENSED BALANCE SHEETS March 31, December 31, (Unaudited) (Audited) Assets: Cash 288,426 664,428 Prepaid expenses 52,365 6,083 Total current assets 340,791 670,511 Cash and marketable securities held in Trust Account 146,651,498 146,644,675 Total assets 146,992,289 147,315,186 Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit Accrued offering costs and expenses 259,507 129,068 Due to related party — 73,795 Total current liabilities 259,507 202,863 Deferred underwriters’ fee 5,031,250 5,031,250 Total liabilities 5,290,757 5,234,113 Commitments and Contingencies (Note 6) - - Redeemable Ordinary Shares — — Class A ordinary shares subject to possible redemption, 14,375,000 10.20 146,625,000 146,625,000 Class A ordinary shares subject to possible redemption 146,625,000 146,625,000 Shareholders’ Deficit: Preference shares, $ 0.0001 1,000,000 none — — Preferred stock value — — Class A ordinary shares, $ 0.0001 200,000,000 143,750 143,750 14 14 Class B ordinary shares, $ 0.0001 20,000,000 3,593,750 359 359 Common stock, value Accumulated deficit (4,923,841 ) (4,544,300 ) Total Shareholders’ Deficit (4,923,468 ) (4,543,927 ) Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit 146,992,289 147,315,186 The accompanying notes are an integral part of these unaudited condensed financial statements. UNAUDITED CONDENSED STATEMENTS OF OPERATIONS 2022 2021 For the three months ended 2022 2021 General and administrative costs $ 386,364 $ — Loss from operations 386,364 — Other income: Interest earned on cash and marketable securities held in Trust Account 6,823 — Total other income 6,823 — Net loss $ (379,541 ) $ — Weighted average shares outstanding of Class A ordinary shares 14,518,750 — Basic and diluted net loss per share, Class A ordinary shares $ (0.02 ) $ — Weighted average shares outstanding of Class B ordinary shares (1) 3,593,750 2,291,667 Weighted average shares outstanding of Class ordinary shares 3,593,750 2,291,667 Basic and diluted net loss per share, Class B ordinary shares $ (0.02 ) $ — Basic and diluted net loss per share, Class ordinary shares $ (0.02 ) $ — (1) As of March 31, 2021, excludes up to 468,750 shares subject to forfeiture to the extent that the underwriter’s over- allotment option is not exercised in full or in part. On April 9, 2021, the sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 5,000,000 shares to 3,593,750 shares. The accompanying notes are an integral part of these unaudited condensed financial statements. UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2022 Shares Amount Shares Amount Capital Deficit (Deficit) Total Ordinary Shares Additional Shareholders’ Class A Class B Paid-in Accumulated Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of January 1, 2022 143,750 $ 14 3,593,750 $ 359 $ — $ (4,544,300 ) $ (4,543,927 ) Net loss — — — — — (379,541 ) (379,541 ) Balance as of March 31, 2022 143,750 $ 14 3,593,750 $ 359 $ — $ (4,923,841 ) $ (4,923,468 ) FOR THE THREE MONTHS ENDED MARCH 31, 2021 Total Ordinary Shares Additional Shareholders’ Class A Class B Paid-in Accumulated Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of January 1, 2021 — $ — — $ — $ — $ (9,672 ) $ (9,672 ) Beginning balance — $ — — $ — $ — $ (9,672 ) $ (9,672 ) Issuance of Class B ordinary shares to Sponsor (1) — — 3,593,750 359 24,641 — 25,000 Balance as of March 31, 2021 — $ — 3,593,750 $ 359 $ 24,641 $ (9,672 ) $ 15,328 Ending balance — $ — 3,593,750 $ 359 $ 24,641 $ (9,672 ) $ 15,328 (1) Includes up to 468,750 shares subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part. On April 9, 2021, the sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 5,000,000 shares to 3,593,750 shares. The accompanying notes are an integral part of these unaudited condensed financial statements. AGRICO ACQUISITION CORP. UNAUDITED CONDENSED STATEMENT OF CASH FLOWS For the three months ended, 2022 2021 Cash flows from Operating Activities: Net loss $ (379,541 ) $ — Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on cash and marketable securities held in Trust account (6,823 ) — Changes in operating assets and liabilities: Prepaid expenses (46,282 ) — Due to related party (73,795 ) — Accrued offering costs and expenses 130,439 — Net cash used in operating activities (376,002 ) — Cash flows from Financing Activities: Proceeds from issuance of promissory note to related party — 25,000 Net cash provided by financing activities — 25,000 Net change in cash (376,002 ) 25,000 Net (decrease) increase in cash and cash equivalents (376,002 ) 25,000 Cash, beginning of period 664,428 — Cash and cash equivalents at beginning of period 664,428 Cash, end of period $ 288,426 $ 25,000 Cash and cash equivalents at end of period $ 288,426 $ 25,000 Supplemental disclosure of cash flow information: Issuance of Class B ordinary shares to Sponsor in exchange for due to related party $ — $ 25,000 Deferred offering costs included in accrued costs and expenses $ — $ 20,450 Deferred offering costs paid by Sponsor $ — $ 57,771 The accompanying notes are an integral part of these unaudited condensed financial statements. AGRICO ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination | |
BUSINESS COMBINATION | NOTE 3: BUSINESS COMBINATION On the Closing Date, the parties to the Business Combination Agreement consummated the Business Combination. Holders of 14,347,974 10.21 146.6 i. An aggregate of 170,776 ii. An aggregate of 1,796,875 KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) iii. An aggregate of 275,000 iv. An aggregate of 7,250,000 v. An aggregate of 7,187,500 vi. An aggregate of 105,719,212 19,135,177 vii. The debt holders’ option to convert any amount of the then-outstanding unpaid principal and accrued interest under the Note (as defined below) became effective (see Note 12); viii. An aggregate of 4,000,000 364,000 ix. Kalera SA options that were out-of-the money were cancelled with an offer to be replaced by new options of Kalera (see Note 9); and x. Pursuant to the Contingent Value Rights Agreement (as defined below) CVR holders became entitled to receive 1,858,966 Reverse Recapitalization As discussed in Note 1 - Description of Business, on June 28, 2022, Agrico completed the Recapitalization Transaction. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Agrico was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Kalera issuing stock for the net assets of Agrico, accompanied by a recapitalization. The net assets of Agrico are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statements of stockholders’ equity and cash flows for the three and six months ended June 30, 2022: SCHEDULE OF REVERSE RECAPITALIZATION Recapitalization Transaction Cash - Agrico trust and cash, net of redemptions $ 311 Non-cash net liabilities assumed from Agrico ( 5,745 ) Non-cash net assets assumed from Agrico 34 Net impact on total stockholders’ equity $ ( 5,400 ) |
DEFERRED UNDERWRITING FEES AND
DEFERRED UNDERWRITING FEES AND GRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Underwriting Fees And Grants | |
DEFERRED UNDERWRITING FEES AND GRANTS | NOTE 14: DEFERRED UNDERWRITING FEES AND GRANTS The deferred underwriting fees payable to the underwriters accrued by Agrico Acquisition Corp. as of the closing of the Business Combination described in Note 2 amounted to $ 5,031 275,000 2,850 2,850 During 2021, the Company obtained a grant from the Singapore Food Agency (SFA) and Singapore Economic Development Board (EDB). The grant has to be used for specific projects per the agreement and maintained until December 31, 2024. In the event the funds are not used per the agreement, the funds have to be returned to the agencies. There is no interest payable on this grant in the event the funds are not used as indicated. The amount payable by the Company as of June 30, 2022 is $ 2,499 |
EARN-OUT LIABILITY
EARN-OUT LIABILITY | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
EARN-OUT LIABILITY | NOTE 15: EARN-OUT LIABILITY In conjunction with the Business Combination, on the Closing Date, Kalera entered into a contingent value rights agreement (the “Contingent Value Rights Agreement”) as additional consideration for the Second Merger and the Kalera Capital Reduction, certain Kalera security holders are entitled to receive Contingent Value Rights (“CVRs”). Each CVR represents a contingent right to receive up to two payments in the form of additional Kalera Public Limited Company Ordinary Shares, issuable upon the achievement of certain milestones during the two year period following the Closing Date: 1. The first milestone event is achieved if the Ordinary Shares trade at or over a market price of $ 12.50 20 30 2. The second milestone event is achieved if the Ordinary Shares trade at or over a market price of $ 15.00 20 30 KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. In the event of change in control (the business combination) and the corresponding per share valuation of Kalera Ordinary Shares is greater than or equal to (x) $ 12.50 15.00 The amount of shares issuable to each CVR holder for the achievement of each milestone equals 1,858,966 The Company evaluated the Earnout Liability under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded they do not meet the criteria to be classified in shareholders’ equity. Specifically, there are contingent exercise provisions and settlement provisions that exist. It is noted that all remaining shares would be issuable (or the forfeiture provisions would lapse) upon any change of control involving the Company as describe above. This means that settlement is not solely impacted by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event. This causes the arrangement to not be indexed to the Company’s own shares and liability classification is appropriate. The Company recorded these instruments as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. The earnout liability was fair valued using the monte carlo model. The inputs used for the model were a volatility of 90 3 13,775 0 17,250 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
WARRANTS | NOTE 16: WARRANTS As of June 30, 2022, there were 14,438 7,188 7,250 11.50 twelve months 30 five years KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Once the warrants become exercisable, the Company may redeem the Public Warrants: ● In whole and not in part; ● At a price of $ 0.01 ● Upon not less than 30 ● If, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 18.00 20 30 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants are identical to the Public Warrants, except that the Private Warrants (i) will not be transferable, assignable or salable until the completion of the initial Business Combination and (ii) will be entitled to registration rights. Both the Public and Private Warrants qualify for equity treatment in accordance with GAAP per guidance under ASC Topic 815 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | |
FAIR VALUE MEASUREMENTS | NOTE 17: FAIR VALUE MEASUREMENTS The company categorizes its assets and liabilities into one of three levels based on the assumptions (inputs) used in determining their values, as defined below: ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability. KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The table below presents the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for each measurement: SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES Fair Value as of: June 30, 2022 Balance Sheet Level 1 Level 2 Level 3 Total Liabilities: Earnout liabilities Earnout liabilities — — 13,775 13,775 Total liabilities $ — $ — $ 13,775 $ 13,775 The earnout liabilities are determined using the monte carlo model, a Level 3 valuation. The significant inputs to the earnout liabilities and private warrant valuations are as follows: SCHEDULE OF FAIR VALUE INPUTS FOR SHARE-BASED COMPENSATION June 30, 2022 Earnout Liabilities Trigger price $ 12.50 15.00 Stock price $ 5.90 8.66 Volatility 90 % Time to maturity 2 Risk-free rate 3 % Dividend yield — | |
Agrico Acquisition Corp [Member] | ||
FAIR VALUE MEASUREMENTS | Note 8 — Fair Value Measurements FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS Description Level March 31, 2022 Asset: Marketable securities held in Trust Account 1 $ 146,651,498 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | NOTE 19: COMMITMENTS AND CONTINGENCIES Failed Sale-Leaseback Agreement In January 2022, the Company entered into a sale-leaseback for its St. Paul, Minnesota facility and certain racking and lighting equipment whereby the Company sold and leased back the facility and equipment from an unrelated third party. This sale-leaseback was entered into primarily as a mechanism to provide operational liquidity and supporting working capital needs. The lease arrangement did not meet the criteria for sale-leaseback accounting under ASC 842, Leases 7,427 7,144 283 KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Future minimum payments of the financing obligation as of June 30, 2022 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR FINANCING OBLIGATIONS In thousands Remainder of 2022 $ 283 2023 621 2024 640 2025 656 2026 673 Thereafter 11,858 Total undiscounted financing obligation 14,731 Less: Imputed interest (7,304 ) Present value of total financing obligation $ 7,427 | ||
Agrico Acquisition Corp [Member] | |||
COMMITMENTS AND CONTINGENCIES | Note 6 — Commitments and Contingencies COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans will have registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities under the Securities Act. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. Notwithstanding the foregoing, the underwriter may not exercise its demand and “piggyback” registration rights after five ( 5 7 Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,875,000 The underwriters are entitled to a deferred underwriting fee of 3.5 5,031,250 Sponsor Support Agreement In connection with their entry into the Business Combination Agreement, Agrico and Kalera entered into the Sponsor Support Agreement with DJCAAC LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed (i) to vote the Agrico ordinary shares held by them in favor of the approval and adoption of the Business Combination Agreement and approval of the business combination proposal and the Business Combination, (ii) to not transfer, during the period commencing on the date of the Sponsor Support Agreement and ending on the earlier of (a) the First Closing and (b) the liquidation of Agrico, any Agrico ordinary shares owned by the Sponsor, (iii) to not transfer any Lock-up Shares until the end of the Lock-up Period (each as defined therein), and (iv) to transfer to Agrico, surrender and forfeit a certain amount of Agrico’s Class B ordinary shares in the event that the amount of Agrico ordinary shares redeemed pursuant to the Redemption meet the threshold specified therein. Company Holders Support Agreements In connection with their entry into the Business Combination Agreement, Agrico and Kalera entered into the Kalera Holders Support Agreement with certain shareholders of Kalera, whose names appear on the signature pages thereto (such shareholders, the “Major Shareholders”, and such agreement, the “Kalera Holders Support and Lock Up Agreement”), pursuant to which each Major Shareholder agreed (i) to vote all of such Major Shareholder’s Covered Shares (as defined therein) held by them in favor of the approval and adoption of the Business Combination Agreement and the Business Combination, (ii) to not transfer, prior to the date of the Second Closing, any of such Major Shareholder’s Covered Shares, and (iii) to not transfer any Lock-up Shares until the end of the Lock-up Period (each as defined therein). In connection with their entry into the Business Combination Agreement, Agrico and Kalera entered into the Kalera Holders Support Agreement with certain shareholders of Kalera, whose names appear on the signature pages thereto (such shareholders, the “Non-Major Shareholders”, and such agreement, the “Kalera Holders Support Agreement”), pursuant to which each Kalera Shareholder agreed (i) to vote all of such Kalera Shareholder’s Covered Shares (as defined therein) held by them in favor of the approval and adoption of the Business Combination Agreement and the Business Combination and (ii) to not transfer, prior to the date of the Second Closing, any of such Kalera Shareholder’s Covered Shares. | Note 6 — Commitments and Contingencies COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans will have registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities under the Securities Act. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. Notwithstanding the foregoing, the underwriter may not exercise its demand and “piggyback” registration rights after five ( 5 7 Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,875,000 The underwriters are entitled to a deferred underwriting fee of 3.5 5,031,250 |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 20: LOSS PER SHARE Basic and diluted net loss per share is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Unaudited Six Months Ended In thousands, except per share data June 30, 2022 June 30, 2021 Numerator: Net loss $ (94,973 ) $ (12,580 ) Denominator: Weighted average number of common shares - basic and diluted 19,125 15,018 Net loss per ordinary share: Basic and diluted $ (4.97 ) $ (0.84 ) |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Agrico Acquisition Corp [Member] | ||
INITIAL PUBLIC OFFERING | Note 3 — Initial Public Offering INITIAL PUBLIC OFFERING On July 12, 2021, the Company initially sold 14,375,000 1,875,000 10.00 Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 In connection with the closing of the IPO, the Company issued to Maxim 143,750 | Note 3 — Initial Public Offering INITIAL PUBLIC OFFERING On July 12, 2021, the Company initially sold 14,375,000 1,875,000 10.00 Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 In connection with the closing of the IPO, the Company issued to Maxim 143,750 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Agrico Acquisition Corp [Member] | ||
PRIVATE PLACEMENT | Note 4 — Private Placement PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,250,000 1.00 7,250,000 The Private Placement Warrants are identical to the Public Warrants, except that the Private Warrants (i) will not be transferable, assignable or salable until the completion of the initial Business Combination and (ii) will be entitled to registration rights (see Note 7). | Note 4 — Private Placement PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,250,000 1.00 7,250,000 The Private Placement Warrants are identical to the Public Warrants, except that the Private Warrants (i) will not be transferable, assignable or salable until the completion of the initial Business Combination and (ii) will be entitled to registration rights (see Note 7). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Agrico Acquisition Corp [Member] | ||
RELATED PARTY TRANSACTIONS | Note 5 — Related Party Transactions RELATED PARTY TRANSACTIONS Founder Shares On January 25, 2021, the Sponsor was issued 5,000,000 0.0001 25,000 0.005 1,406,250 5,000,000 3,593,750 468,750 468,750 The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”) Promissory Note — Related Party On January 22, 2021, the Sponsor agreed to loan the Company up to $ 200,000 171,356 Due to Related Party The Sponsor paid certain formation costs and deferred offering costs on behalf of the Company which were recorded as due to related party in the amount $ 56,266 25,000 0 73,795 Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 1.00 Administrative Support Agreement Commencing on the date that the Company’s securities are first listed, the Company agreed to reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $ 10,000 30,000 0 | Note 5 — Related Party Transactions RELATED PARTY TRANSACTIONS Founder Shares On January 25, 2021, the Sponsor was issued 5,000,000 0.0001 25,000 0.005 1,406,250 5,000,000 3,593,750 468,750 468,750 The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Promissory Note — Related Party On January 22, 2021, the Sponsor agreed to loan the Company up to $ 200,000 171,356 Due to Related Party The Sponsor paid certain formation costs and deferred offering costs on behalf of the Company which were recorded as due to related party in the amount $ 56,266 25,000 73,795 Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 1.00 Administrative Support Agreement Commencing on the date that the Company’s securities are first listed, the Company agreed to reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $ 10,000 $ 57,742 had been paid and charged to operating expenses. There were no |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Agrico Acquisition Corp [Member] | ||
SHAREHOLDERS’ EQUITY | Note 7 — Shareholders’ Deficit SHAREHOLDERS’ EQUITY Preference Shares 1,000,000 0.0001 Class A Ordinary Shares 200,000,000 0.0001 143,750 14,375,000 Class B Ordinary Shares 20,000,000 0.0001 5,000,000 1,406,250 5,000,000 3,593,750 468,750 3,593,750 Holders are entitled to one vote for each Class B ordinary share. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of Cayman Islands law or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in our initial public offering and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 Warrants 7,187,500 7,250,000 11.50 The Company has agreed that as soon as practicable, but in no event later than 30 calendar days after the closing of the initial Business Combination, it will use commercially reasonable best efforts to file, and within 90 calendar days following the initial Business Combination to have declared effective, a registration statement with the SEC covering the ordinary shares issuable upon exercise of the warrants, to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective within the period specified above following the consummation of the initial Business Combination, public holders of warrants may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Redemption of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): ● in whole and not in part: ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Warrants (i) will not be transferable, assignable or salable until the completion of the initial Business Combination and (ii) will be entitled to registration rights. | Note 7 — Shareholders’ Equity SHAREHOLDERS’ EQUITY Preference Shares 1,000,000 0.0001 Class A Ordinary Shares 200,000,000 0.0001 143,750 no 14,375,000 no Class B Ordinary Shares 20,000,000 0.0001 5,000,000 1,406,250 5,000,000 3,593,750 As a result of the underwriters’ election to fully exercise of their over-allotment option on July 12, 2021, the 468,750 3,593,750 no Holders are entitled to one vote for each Class B ordinary share. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of Cayman Islands law or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in our initial public offering and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 Warrants 7,187,500 7,250,000 11.50 The Company has agreed that as soon as practicable, but in no event later than 30 calendar days after the closing of the initial Business Combination, it will use commercially reasonable best efforts to file, and within 90 calendar days following the initial Business Combination to have declared effective, a registration statement with the SEC covering the ordinary shares issuable upon exercise of the warrants, to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective within the period specified above following the consummation of the initial Business Combination, public holders of warrants may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Redemption of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): ● in whole and not in part: ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Warrants (i) will not be transferable, assignable or salable until the completion of the initial Business Combination and (ii) will be entitled to registration rights. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 for the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021. The results for the interim periods are not necessarily indicative of the results for the full year. | Basis of Presentation The accompanying audited consolidated financial statements for the years ended December 31, 2021 and 2020 for the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). | |
Principles of Consolidation | Principles of Consolidation The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions, balances and unrealized gains and losses have been eliminated in consolidation. The Company includes the following wholly owned subsidiaries as of June 30, 2022: Kalera Public Ltd Co. ● Kalera AS ● Kalera Inc. ● Agrico Acquisition Corp. Inc ● Iveron Materials, Inc. ● Vindara, Inc. ● Kalera GmbH (Germany) ● Kalera S.A. (Luxembourg) ● Kalera Real Estate Holdings, LLC ● Kalera Singapore PTE. LTD. ● Kalera Kuwait Agricultural Company for Agricultural Contracting ● Kalera Middle East Holding Ltd (Dubai) KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | Principles of Consolidation The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions, balances and unrealized gains and losses have been eliminated in consolidation. The Company includes the following wholly owned subsidiaries as of December 31, 2021: Kalera Public Limited Company ● Kalera Inc. ● Iveron Materials, Inc. ● Vindara, Inc. ● Kalera GmbH (formerly known as &ever GmbH) ● Kalera S.A. ● Kalera Real Estate Holdings, LLC ● Kalera Singapore PTE. LTD. (formerly known as &ever Singapore) ● WAFRA Agriculture for Agriculture Contracting Company - SPC ● Kalera Middle East Holding Ltd (formerly &ever Middle East Holdings Ltd) | |
Segment Reporting | Segment Reporting The Company’s chief operating decision maker, or the CODM, is considered to be the Chief Operating Officer along with and supported by the Company’s Chief Executive Officer and Chief Financial Officer, together comprising the CODM. The CODM measures performance based on overall return to shareholders based on consolidated return to shareholders. The Company had one | ||
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP, requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may or may not differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of inventory, stock-based compensation, warrants, earnout liabilities, leases and other valuation estimates. The Company’s results can also be affected by economic, political, legislative, regulatory, legal actions, and the global volatility and general market disruption resulting from the global COVID-19 pandemic and geopolitical tensions, such as Russia’s recent incursion into Ukraine. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, environmental, regulatory or administrative actions, claims, or proceedings. | Use of Estimates The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may or may not differ from those estimates. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, the Company applies the following five-step model: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or the company satisfies a performance obligation. KALERA PUBLIC LTD CO. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The Company recognizes revenue through the sale of various varieties of lettuce and micro–greens, which are sold to food retail and distribution customers, generally with standard shipping terms. The Company’s revenue results from the delivery of products as the single performance obligation transferred at an agreed upon price per unit. The Company recognizes revenue for the sale of products at the point in time the performance obligation has been satisfied, which is when control of the product has transferred to the customer. Control of the product generally occurs upon shipment or delivery to the customer based on terms of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for delivering products. The amount of revenue recognized is reduced for estimated returns, discounts and other customer credits. For certain contracts with distributors, customer discounts may be uncertain at the time of transfer of the product, and in those circumstances we use our historical experience, industry norms and input from customer to estimate the amount of revenue recorded. No significant element of financing is deemed present as the sales are made with a credit term of thirty (30) days, which is consistent with market practice. A trade receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company recognizes revenue through the sale of various varieties of lettuce and micro–greens, which are sold to food retail and distribution customers, generally with standard shipping terms. The Company’s revenue results from the delivery of products as the single performance obligation transferred at an agreed upon price per unit. The Company recognizes revenue for the sale of products at the point in time the performance obligation has been satisfied, which is when control of the product has transferred to the customer. Control of the product generally occurs upon shipment or delivery to the customer based on terms of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for delivering products. The amount of revenue recognized is reduced for estimated returns, discounts and other customer credits. No significant element of financing is deemed present as the sales are made with a credit term of thirty (30) days, which is consistent with market practice. A trade receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. | |
Leases | Leases The Company identifies leases by evaluating its contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. The Company considers whether it can control the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. Leases with terms greater than twelve (12) months are classified as either operating or finance leases at the commencement date based on guidance in Accounting Standards Codification (ASC) 842, Leases | Leases The Company identifies leases by evaluating its contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. The Company considers whether it can control the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. Leases with terms greater than twelve (12) months are classified as either operating or finance leases at the commencement date based on guidance in ASC 842, Leases. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers short–term investment securities with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents at December 31, 2021 and 2020 were $ 16,146 113,353 1,824 6,097 1,305 4,072 250 14,322 107,256 | ||
Trade Receivables | Trade Receivables Trade receivables are recognized initially at fair value less provision for expected credit losses. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer creditworthiness, and current economic trends. Based on management’s review of accounts receivable, an allowance for credit losses of $ 23 no | ||
Inventory and Cost of Goods Sold | Inventory and Cost of Goods Sold Inventory is stated at the lower of cost or net realizable value and is accounted for using the first–in, first–out (“FIFO”) method. Inventory costs include the costs of producing products which include direct material costs such as seeds and nutrients, salaries and wages of the employees directly involved in farming production, farming facility costs including utility costs, insurance, maintenance, and other costs directly attributed to the vertical farming process and facilities. The inventory balance at December 31, 2021 and 2020 include direct materials not yet utilized in the farming process, cost of leafy greens currently growing, and fully grown leafy greens ready for sale. Inventory costs including shipping and handling are reflected in the cost of goods sold at the time the product is sold and recognized in sales. For any inventory that is produced but is unsold prior to spoil date or is unfit for sale, the Company writes–off that inventory in accordance with the lower of cost or net realizable value principle. During 2021 and 2020, the Company’s facilities operated at higher capacity than was required to meet demand in order to test and condition the systems in the Company’s recently opened production facilities. As a result, cost of goods sold was in excess of net sales and included costs of leafy greens produced but not sold totaling $ 6,475 1,828 | ||
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed beginning on the date the asset is placed into service using the straight–line method over the lesser of the estimated useful lives. Leasehold improvements are amortized on a straight-line basis over the lesser of the useful life of the lease or the relevant lease term. The estimated useful lives are as follows: ● Production facilities: 15 ● Furniture, fittings & equipment: 5 ● Industrial property: 20 ● Vehicles: 6 10 Farming production facilities under construction are not depreciated until completed and ready for their intended use, at which point they are transferred to their own asset category. The Company reclassifies assets under construction, which include primarily farming production facilities, to property, plant, and equipment when the farming production facility is put into service and production begin. The Company capitalizes interest during construction of assets until construction is complete and the asset is placed in service. | ||
Business Combinations | Business Combinations Business combination accounting requires the acquirer to recognize, separately from goodwill, the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree, and to measure these items generally at their acquisition date fair values. Goodwill is recorded as the residual amount by which the purchase price exceeds the fair value of the net assets acquired. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company is required to report provisional amounts in the financial statements for the items for which the accounting is incomplete. Adjustments to provisional amounts initially recorded that are identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. During the measurement period, the Company is also required to recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one year from the acquisition date or when the Company receives the information about facts and circumstances that existed as of the acquisition date or learn that more information is not obtainable. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which include consideration of future growth rates and margins, future changes in technology and brand awareness, loyalty and position, and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. | ||
Carrying Value of Long–Lived Assets | Carrying Value of Long–Lived Assets The Company follows the provisions of ASC 350 , Intangibles - Goodwill and Other | ||
Maintenance and Repairs of Property and Equipment | Maintenance and Repairs of Property and Equipment Expenditures for maintenance and repairs are charged to expenses in the period incurred and recorded in cost of goods sold for property and equipment involved in farming operations and selling, general, and administrative for any property and equipment not used in farming operations. | ||
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill – Goodwill represents the excess of costs over the fair value of identifiable assets acquired and liabilities assumed in business combinations. Goodwill is not amortized but is assessed for impairment annually or more frequently if circumstances indicate potential impairment. An impairment charge is recognized when and to the extent the carrying amount of goodwill is determined to exceed its fair value. The Company has the option to first assess qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value. Events and circumstances that are considered in performing the qualitative assessment include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, events affecting the reporting unit or Company as a whole. When performing the qualitative assessment, the Company examines those factors most likely to affect each reporting unit’s fair value. If the Company concludes that it is more likely than not that the reporting unit’s fair value is less than its carrying amount (that is, a likelihood of more than 50 percent) as a result of the qualitative assessment, or, if the qualitative assessment is not elected, then a quantitative assessment is performed in its place, to determine any impairment. There was no impairment of goodwill for the years ending December 31, 2021 or 2020. Intangible Assets Intangible assets are amortized using following useful lives: ● Intellectual property: 10 ● Technology: 15 ● Patents, licenses and software development: 10 | ||
Other Non–Current Assets | Other Non–Current Assets Other non–current assets primarily consist of security deposits required for long–term operating lease agreements. | ||
Asset Retirement Obligations | Asset Retirement Obligations The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made. The Company’s asset retirement obligations are generally a result of operating lease agreements for locations which the Company has built–out farming production facilities. The lease agreements often include provisions requiring the Company to return the leased space to its original state prior to the build out of the Company’s farming production facility. These provisions result in costs to remove farming production equipment and repair the leased space prior to vacating the space. In periods subsequent to initial measurement, the Company recognizes period–to–period changes in the asset retirement obligation liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate. The increase in the carrying value of the associated long–lived asset is depreciated over its corresponding estimated economic life. | ||
Share Based Compensation | Share Based Compensation The Company recognizes share based compensation expense associated with stock option awards based on an estimate of the grant date fair value of each stock option award. The Company estimates the grant date fair value of stock options granted based on the Black–Scholes model. In valuing stock options, significant judgment is required in determining the expected life that individuals will hold their stock options prior to exercising. The expected term of stock options is derived using the simplified method to provide a reasonable basis of option grants and an estimate of future exercises during the remaining contractual period of the option. Expected volatility for stock options is based on the historical and implied volatility of the Company’s common stock. While volatility and estimated life are assumptions that do not bear the risk of change subsequent to the grant date of stock options, these assumptions may be difficult to measure as they represent future expectations based on historical experience. Further, the expected volatility and expected life may change in the future, which could substantially change the grant-date fair value of future awards of stock options and, ultimately, the expense recorded. See Note 8 for additional information on the Company’s share based compensation plans. The Company accounts for forfeitures as incurred. The Company expenses share-based compensation for stock options using the straight-line method over the requisite service period for the entire award. | ||
Foreign currency | Foreign currency Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Assets and liabilities of consolidated subsidiaries whose functional currency is other than the U.S. dollar are translated into U.S. dollars using currency exchange rates at the balance sheet date. Revenues and expenses are translated using the average currency exchange rates during the period. Monetary balance sheet items in foreign currency are translated into the functional currency using the exchange rate at the balance sheet date. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of operations as foreign exchange (losses) gains. Where the foreign local currency is used as the functional currency, translation adjustments are recorded as a separate component of accumulated other comprehensive loss. | ||
Selling, General, and Administrative Expenses | Selling, General, and Administrative Expenses Selling, general, and administrative expenses primarily consist of costs for corporate functions, including payroll, employee benefits for corporate employees, corporate office expenses, professional fees, marketing and selling costs, and other expenses not attributed to production of products. | ||
Income Taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are recorded and recognized for future tax effects of temporary differences between financial and income tax reporting. The Company records valuation allowances in situations where the realization of deferred tax assets is not more–likely–than–not. The Company periodically reviews assumptions and estimates of the Company’s probable tax obligations and effects on its liability for any uncertain tax positions, using informed judgment which may include the use of third–party consultants, advisors and legal counsel, as well as historical experience. If a tax position does not meet the minimum statutory threshold to avoid payment of penalties and interest, the Company recognizes an expense for the amount of the interest and penalty in the period in which the Company claims or expects to claim the position on its tax return. For financial statement purposes, the Company is allowed to elect whether to classify such charges as either income tax expense or another expense classification. Should such expense be incurred in the future, the Company will classify such interest as a component of interest expense and penalties as a component of income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL”) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company recorded an income tax benefit during the year ended December 31, 2021 due to the recognition of deferred tax benefits for intangible asset amortization associated with its acquired businesses. The Company recorded no income tax benefit or expense for the year ended December 31, 2020. The Company recorded a valuation allowance as of December 31, 2021 and 2020 on substantially all of its domestic and foreign deferred tax assets, as management does not consider it more than likely than not that the benefits from these deferred tax assets will be realized in the near term. | ||
Net Loss Per Ordinary Share | (Loss) Earnings Per Share Basic earnings or loss per common share amounts are calculated using the weighted average number of common shares outstanding for the period. Diluted earnings per common share amounts are calculated using the weighted average number of common shares outstanding plus the additional dilution for all potentially dilutive securities. During loss periods, diluted loss per share amounts are based on the weighted average number of common shares outstanding, because the inclusion of common stock equivalents would be antidilutive. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Amounts classified as cash and cash equivalents, trade receivables, accounts payable and accrued expenses are considered level 1 and are measured based on quoted prices in active markets for identical assets. | ||
Commitments and Contingencies | Commitments and Contingencies The Company, from time to time, is involved in various legal proceedings incidental to the conduct of its business, including claims by customers, employees or former employees. Once it becomes probable that the Company will incur costs in connection with a legal proceeding and such costs can be reasonably estimated, it establishes appropriate reserves. While legal proceedings are subject to uncertainties and the outcome of any such matter is not predictable, the Company is not aware of any legal proceedings pending or threatened against it that it expects to have a material adverse effect on its financial condition, results of operations or liquidity. | ||
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at financial institutions. The Company has not experienced any realized losses in such accounts and believes it is not exposed to any significant credit risk. The Company’s top five customers that individually represented over ten percent of its total sales accounted for 68 43 | ||
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred, which are included as a component of Selling, general, and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. Advertising expense was approximately $ 510 181 | ||
Liquidity and Going Concern Considerations | Liquidity and Going Concern Considerations Since inception, the Company has financed its operations primarily through the sale of shares of common stock and debt financing. The Company incurred losses during the years ended December 31, 2021 and 2020 of $ 40,057 8,657 62,606 The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, complete development of new seeds and produce, and attain profitability. The Company has implemented and continues to implement plans to fund its operations and finance its future development activities and its working capital needs. In the first quarter of 2022, the Company executed a sale-leaseback transaction that raised approximately $ 8,100 20,000 10,000 The Company also anticipates completing a merger with a special purpose acquisition company (see Note 18) by the second quarter of 2022, which would provide additional liquidity to support the Company’s ongoing operations. The Company is also in negotiations for a second sale-leaseback transaction along with raising additional debt financing with a third party lender. If the Company continues to seek additional financing to fund its business activities in the future and there remains doubt about its ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms, or at all. If the Company is unable to raise the necessary funds when needed or other strategic objectives are not achieved, it may not be able to continue its operations, or it could be required to modify its operations, which could slow future growth. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. | ||
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company adopted Accounting Standards Update (ASU) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . No other new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the unaudited condensed consolidated financial statements . | Recently Issued Accounting Pronouncements Recent accounting pronouncements, other than below, issued by the Financial Accounting Standards Board (“FASB”) .the AICPA and the SEC did not or are not believed by management to have a material effect on the Company’s present or future Consolidated Financial Statements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes certain exceptions to the general principles of ASC 740, Income Taxes, (“ASU 740”) in order to reduce the cost and complexity of its application in the areas of intra-period tax allocation, deferred tax liabilities related to outside basis differences, year-to-date losses in interim periods and other areas within ASC 740. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. | |
Earnout Liabilities | Earnout Liabilities The Company values earnout liabilities related to future contingent equity shares using a Monte-Corlo model. Subsequent changes in their respective fair values are recognized in earnings at each reporting date. | ||
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform with current period presentation. | ||
Agrico Acquisition Corp [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 1, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. | |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and 2020. | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. | |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 14,437,500 SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE For the three months ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (304,235 ) $ (75,306 ) $ — $ — Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption (1) 14,518,750 3,593,750 — 2,291,667 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ — $ — (1) As of March 31, 2021, excludes up to 468,750 1,406,250 5,000,000 3,593,750 | Net Income (loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 14,437,500 the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE For the Year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (256,068 ) $ (116,096 ) $ — $ 9,672 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 6,881,490 3,141,695 — — Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ — $ — | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Company coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Company coverage of $ 250,000 | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022, the assets held in the Trust Account of $ 146,651,498 As of December 31, 2021, investment in the Company’s Trust Account consisted of $ 396 146,644,279 The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities at December 31, 2021 are as follows: SCHEDULE OF UNREALIZED HOLDING LOSS AND FAIR VALUE OF HELD TO MATURITY SECURITIES Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — 146,645,572 | Marketable Securities Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: SCHEDULE OF UNREALIZED HOLDING LOSS AND FAIR VALUE OF HELD TO MATURITY SECURITIES Carrying Value Gross Unrealized Gross Unrealized Fair Value as of U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — $ 146,645,572 | |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with issuance of the Class A ordinary shares were charged upon the completion of the Initial Public Offering. | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for our Class A ordinary share subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, 14,375,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit, and Class A ordinary shares. As of March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY SHARE REFLECTED ON THE BALANCE SHEET Gross proceeds from IPO $ 143,750,000 Less: Proceeds allocated to Public Warrants (5,287,763 ) Offering costs related to Class A ordinary shares subject to possible redemption (8,223,786 ) Plus: Offering costs allocated to public warrants 314,060 Re-Measurement of Class A ordinary shares to redemption amount 16,072,489 Class A ordinary shares subject to possible redemption $ 146,625,000 | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for our Class A ordinary share subject to possible redemption in accordance with ASC 480.Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, 14,375,000 There were no Class A ordinary shares outstanding as of December 31, 2020. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit, and Class A ordinary shares. As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table: SCHEDULE OF ORDINARY SHARE REFLECTED ON THE BALANCE SHEET Gross proceeds from IPO $ 143,750,000 Less: Proceeds allocated to Public Warrants (5,287,763 ) Offering costs related to Class A ordinary shares subject to possible redemption (8,223,786 ) Plus: Offering costs allocated to public warrants 314,060 Re-Measurement of Class A ordinary shares to redemption amount 16,072,489 Class A ordinary shares subject to possible redemption $ 146,625,000 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY In thousands Unaudited June 30, 2022 December 31, 2021 Raw materials and supplies $ 21 $ 456 Work in process 437 76 Finished goods 718 658 Total inventories $ 1,176 $ 1,190 | SCHEDULE OF INVENTORY December 31, 2021 December 31, 2020 In thousands Raw materials and supplies $ 456 $ 38 Work in process 76 11 Finished goods 658 55 Total inventories $ 1,190 $ 104 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | Property, plant and equipment, net, consists of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT In thousands Unaudited June 30, 2022 December 31, 2021 Production facilities $ 88,397 $ 55,824 Furniture, fittings & equipment 5,447 5,336 Industrial property — 3,670 Vehicles 531 378 Assets under construction 57,852 68,168 Less: accumulated depreciation (7,971 ) (5,214 ) Total property, plant and equipment, net $ 144,256 $ 128,162 | Property, plant and equipment, net, consists of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT In thousands December 31, 2021 December 31, 2020 Production facilities $ 53,590 $ 9,046 Furniture, fittings & equipment 5,223 957 Industrial property 3,659 — Vehicles 244 55 Assets under construction 68,207 19,340 Less: accumulated depreciation (2,761 ) (891 ) Total property, plant and equipment, net $ 128,162 $ 28,506 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases | ||
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS In thousands Remainder of 2022 $ 2,544 2022 $ - 2023 5,165 2024 5,259 2025 5,346 2026 5,425 Thereafter 86,294 Total undiscounted operating lease payments 110,033 Less: Imputed interest (50,986 ) Present value of total operating leases $ 59,047 | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS December 31, In thousands Remainder of 2022 $ - 2022 $ 4,972 2023 5,103 2024 5,196 2025 5,284 2026 5,363 Thereafter 86,213 Total undiscounted operating lease payments 112,131 Less: Imputed interest (52,796 ) Present value of total operating leases $ 59,335 |
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSETS | The following table represents the Company’s ROU assets commitments as of and for the year–ended December 31, 2021 and 2020 including renewal options that management believes are reasonably certain to be exercised: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSETS In thousands December 31, 2021 December 31, 2020 Operating lease right-of-use assets at the beginning of the year $ 7,462 $ 3,333 Additions 49,357 4,536 Amortization (1,543 ) (407 ) Operating lease right-of-use assets at the end of the year $ 55,276 $ 7,462 | |
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATING TO OPERATING ACTIVITIES | Supplemental cash flow and other information related to operating leases are as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATING TO OPERATING ACTIVITIES In thousands December 31, 2021 December 31, 2020 Cash paid for operating leases $ 2,371 $ 507 Right of use assets obtained in exchange for new operating leases 49,357 4,536 |
GOODWILL AND BUSINESS ACQUISI_2
GOODWILL AND BUSINESS ACQUISITIONS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
SCHEDULE OF IDENTIFIABLE ASSETS AND LIABILITIES ASSUMED | Based on the Company’s analysis of Vindara’s assets and liabilities, the allocation of the purchase price to the identifiable assets and liabilities is set out below: SCHEDULE OF IDENTIFIABLE ASSETS AND LIABILITIES ASSUMED ASSETS ACQUIRED In thousands Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 Total assets acquired 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 Total liabilities assumed 2,847 FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 | Based on the Company’s analysis of Vindara’s assets and liabilities, the allocation of the purchase price to the identifiable assets and liabilities is set out below: SCHEDULE OF IDENTIFIABLE ASSETS AND LIABILITIES ASSUMED ASSETS ACQUIRED Prepaid expenses, deposits and fixed assets $ 59 Accounts receivable, prepaids, and inventory Licenses 1,700 Intellectual property 9,250 Total assets acquired 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 Total liabilities assumed 2,847 LESS: PREVIOUS NON-CONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARY FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 Based on the Company’s analysis of &ever’s assets and liabilities, the allocation of the purchase price to the identifiable assets and liabilities is set out below. ASSETS ACQUIRED In thousands Right-of-use assets, net $ 5,552 Other assets 1,448 Equity investment-Smart Soil 1,394 Equity investments-&ever Middle East Holding Ltd. 8,364 Fixed assets 8,711 Intangible asset - technology 61,100 Total assets acquired 86,569 LIABILITIES ASSUMED Accounts payable and accruals 3,140 Lease liabilities 5,941 Deferred tax liability 6,837 Total liabilities assumed 15,918 FAIR VALUE OF NET ASSETS ACQUIRED 70,651 PURCHASE PRICE 118,633 EXCESS ATTRIBUTABLE TO GOODWILL $ 47,982 ASSETS ACQUIRED Accounts receivable, prepaids, and inventory $ 359 Fixed assets 9,810 Intangible asset - technology 1,050 Total assets acquired 11,219 LIABILITIES ASSUMED Accounts payable and accrued liabilities 284 Deferred tax liability 166 Total liabilities assumed 450 LESS: PREVIOUS NON-CONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARY (8,364 ) FAIR VALUE OF NET ASSETS ACQUIRED 2,405 PURCHASE PRICE 8,258 EXCESS ATTRIBUTABLE TO GOODWILL $ 5,853 |
SCHEDULE OF GOODWILL ACQUIRED | SCHEDULE OF GOODWILL ACQUIRED In thousands Unaudited June 30, 2022 December 31, 2021 Goodwill attributed to the following acquisitions: Vindara $ 14,430 $ 14,430 Kalera GmbH 43,813 47,982 Kalera Middle East 5,853 5,853 Other 156 156 Impairment (64,252 ) — Goodwill $ — $ 68,421 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSETS | SCHEDULE OF INTANGIBLE ASSETS In thousands Unaudited June 30, 2022 December 31, 2021 Technology $ 56,874 $ 62,150 Less: accumulated amortization (3,091 ) (1,018 ) Net book value - Technology 53,783 61,132 Intellectual property 9,250 9,250 Less: accumulated amortization (1,156 ) (694 ) Net book value - Intellectual property 8,094 8,556 Patents, licenses and software development 2,822 2,822 Less: accumulated amortization (364 ) (139 ) Net book value - Patents, licenses and software development 2,458 2,683 Total intangible assets, net $ 64,335 $ 72,371 | SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 December 31, 2020 In thousands Technology $ 62,150 $ — Less: accumulated amortization (1,018 ) Net book value - Technology 61,132 Intellectual property $ 9,250 $ — Less: accumulated amortization (694 ) Net book value - Intellectual Property 8,556 Patents, licenses and software development $ 2,822 $ 530 Less: accumulated amortization (139 ) Net book value - Patents, licenses and software development 2,683 530 Total intangible assets, net $ 72,371 $ 530 |
SCHEDULE OF EXPECTED AMORTIZATION EXPENSES | SCHEDULE OF EXPECTED AMORTIZATION EXPENSES Technology Intellectual Patents, licence, and software development Total Remainder of 2022 $ 2,071 $ 463 $ 282 $ 2,816 2023 4,143 925 564 5,632 2024 4,143 925 564 5,632 2025 4,143 925 564 5,632 2026 4,143 925 200 5,268 Thereafter 36,737 2,618 — 39,355 64,335 | SCHEDULE OF EXPECTED AMORTIZATION EXPENSES December 31, Technology Intellectual Property Patents, licenses and software development Total In thousands Remainder of 2022 - - - - 2022 $ 4,143 $ 925 $ 564 $ 5,632 2023 4,143 925 564 5,632 2024 4,143 925 564 5,632 2025 4,143 925 564 5,632 2026 4,143 925 564 5,632 Thereafter 40,433 3,778 — 44,211 $ 72,371 |
SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION | The weighted average amortization period remaining as of June 30, 2022 is as follows: SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION Intellectual property 9.00 Technology 14.50 Patents, licences and software development 4.50 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE-BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY | SCHEDULE OF SHARE-BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY Employee share based option program Weighted average share price Number of shares (In thousands) Options outstanding, January 1, 2020 $ 8.29 453 Granted $ 8.29 536 Exercised — — Forfeited, expired and cancelled — — Options outstanding, December 31, 2020 $ 8.29 989 Granted 36.91 377 Exercised — — Forfeited, expired and cancelled (11.16 ) (180 ) Options outstanding, December 31, 2021 $ 21.88 1,186 Options exercisable, December 31, 2021 462 Employee share based option program Weighted average Grant Date Fair Value Number of shares (In thousands) Non-vested, January 1, 2020 $ 10.28 453 Granted $ 10.28 536 Exercised — — Forfeited, expired and cancelled — — Non-vested, December 31, 2020 $ 10.28 989 Granted 16.80 377 Forfeited, expired and cancelled 3.87 (180 ) Vested 6.85 (462 ) Options outstanding, December 31, 2021 $ 13.81 724 |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES | The assumptions used in the Black-Scholes option pricing model, along with the certain other information regarding share-based compensation awards is as follows: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES December 31, 2021 December 31, 2020 Expected volatility (%) 66.00 % 45.40 % Expected dividend growth rate (%) 0.00 % 0.00 % Risk-free interest rate (%) 0.87 % 0.90 % Expected term (years) 3.51 3.51 Weighted average contractual life (years) 3.76 3.50 Weighted average fair value of options granted $ 16.80 $ 16.02 Weighted average exercise price - minimum $ 18.12 $ 11.05 Weighted average exercise price - maximum $ 55.25 $ 30.39 Aggregate intrinsic value of stock options outstanding $ 3,047 $ 27,682 Compensation cost to be recognized for unvested options $ 8,505 $ 5,564 Shareholder compensation expense $ 2,565 $ 996 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
SCHEDULE OF ASSET RETIREMENT OBLIGATIONS | The following table provides all changes to the company’s asset retirement obligations. SCHEDULE OF ASSET RETIREMENT OBLIGATIONS In thousands Asset retirement obligations at December 31, 2020 $ 588 Accretion expenses 5 Asset retirement obligations at March 31, 2021 593 Accretion expenses 13 Asset retirement obligations at June 30, 2021 $ 606 Asset retirement obligations at December 31, 2021 $ 1,527 Accretion expenses 63 Asset retirement obligations at March 31, 2022 1,590 Accretion expenses 32 Asset retirement obligations at June 30, 2022 $ 1,622 | The following table provides all changes to the company’s asset retirement obligations. SCHEDULE OF ASSET RETIREMENT OBLIGATIONS In thousands December 31, 2021 December 31, 2020 Asset retirement obligations at the beginning of the year $ 588 $ 204 Liabilities incurred 889 334 Accretion expenses 50 50 Total asset retirement obligations at year end $ 1,527 $ 588 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN | Loss before income tax (benefit), expense consists of the following: SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN In thousands December 31, 2021 December 31, 2020 Domestic $ (36,781 ) $ (8,657 ) Foreign (4,533 ) — Loss before income taxes $ (41,314 ) $ (8,657 ) |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) | The components of the income tax benefit are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) In thousands December 31, 2021 December 31, 2020 Deferred: Domestic - Federal 569 — Foreign 762 — Deferred income tax benefit $ 1,331 $ — |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | As of December 31, 2021 and 2020, the Company’s deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES In thousands December 31, 2021 December 31, 2020 Deferred Tax Assets Accrued expenses $ 430 $ 63 Right-of-use asset 14,484 2,357 Federal NOL 21,050 10,338 State NOL 2,222 697 Research and development credits 266 354 Valuation allowances (20,508 ) (10,761 ) Total deferred tax assets $ 17,944 $ 3,048 Deferred Tax Liabilities Property, plant and equipment $ 522 $ 648 Intangibles 12,241 — Prepaid expenses 133 6 Lease liability 13,495 2,394 Total deferred tax liability $ 26,391 $ 3,048 Net deferred tax assets $ (8,447 ) $ — |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | The effective income tax rate differs from the statutory rate as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Statutory rate 22.00 % 22.00 % Foreign rate difference -1.60 % -1.00 % Permanent differences -1.30 % 0.70 % Research and development credits 0.00 % -0.90 % State income tax, net 3.50 % -1.90 % Valuation allowance -23.90 % -18.90 % Other 4.20 % 0.00 % Effective tax rate 2.90 % 0.00 % |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS | SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS In thousands Reminder of 2022 $ — 2023 — 2024 1,250 2025 2,500 2026 2,500 Thereafter 13,750 $ 20,000 | SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS |
DISAGGREGATED REVENUES BY CUS_2
DISAGGREGATED REVENUES BY CUSTOMER TYPE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
SCHEDULE OF DISAGGREGATED REVENUES | SCHEDULE OF DISAGGREGATED REVENUES In thousands 2022 2021 2022 2021 Three months ended June 30, Six months ended June 30, In thousands 2022 2021 2022 2021 Food service revenue $ 766 $ 130 $ 1,376 $ 294 Retail revenue 523 359 1,390 534 Net sales $ 1,289 $ 489 $ 2,766 $ 828 | SCHEDULE OF DISAGGREGATED REVENUES BY CUSTOMER TYPE In thousands December 31, 2021 December 31, 2020 Food Service Revenue $ 1,575 $ 169 Retail Revenue 1,280 718 Net sales $ 2,855 $ 887 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination | |
SCHEDULE OF REVERSE RECAPITALIZATION | The following table reconciles the elements of the Business Combination to the consolidated statements of stockholders’ equity and cash flows for the three and six months ended June 30, 2022: SCHEDULE OF REVERSE RECAPITALIZATION Recapitalization Transaction Cash - Agrico trust and cash, net of redemptions $ 311 Non-cash net liabilities assumed from Agrico ( 5,745 ) Non-cash net assets assumed from Agrico 34 Net impact on total stockholders’ equity $ ( 5,400 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | |
SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | The table below presents the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for each measurement: SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES Fair Value as of: June 30, 2022 Balance Sheet Level 1 Level 2 Level 3 Total Liabilities: Earnout liabilities Earnout liabilities — — 13,775 13,775 Total liabilities $ — $ — $ 13,775 $ 13,775 | |
SCHEDULE OF FAIR VALUE INPUTS FOR SHARE-BASED COMPENSATION | The earnout liabilities are determined using the monte carlo model, a Level 3 valuation. The significant inputs to the earnout liabilities and private warrant valuations are as follows: SCHEDULE OF FAIR VALUE INPUTS FOR SHARE-BASED COMPENSATION June 30, 2022 Earnout Liabilities Trigger price $ 12.50 15.00 Stock price $ 5.90 8.66 Volatility 90 % Time to maturity 2 Risk-free rate 3 % Dividend yield — | |
Agrico Acquisition Corp [Member] | ||
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS Description Level March 31, 2022 Asset: Marketable securities held in Trust Account 1 $ 146,651,498 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR FINANCING OBLIGATIONS | Future minimum payments of the financing obligation as of June 30, 2022 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR FINANCING OBLIGATIONS In thousands Remainder of 2022 $ 283 2023 621 2024 640 2025 656 2026 673 Thereafter 11,858 Total undiscounted financing obligation 14,731 Less: Imputed interest (7,304 ) Present value of total financing obligation $ 7,427 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE | Basic and diluted net loss per share is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Unaudited Six Months Ended In thousands, except per share data June 30, 2022 June 30, 2021 Numerator: Net loss $ (94,973 ) $ (12,580 ) Denominator: Weighted average number of common shares - basic and diluted 19,125 15,018 Net loss per ordinary share: Basic and diluted $ (4.97 ) $ (0.84 ) | ||
Agrico Acquisition Corp [Member] | |||
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE | SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE For the three months ended March 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (304,235 ) $ (75,306 ) $ — $ — Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption (1) 14,518,750 3,593,750 — 2,291,667 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ — $ — (1) As of March 31, 2021, excludes up to 468,750 1,406,250 5,000,000 3,593,750 | SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE For the Year ended For the period from Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (256,068 ) $ (116,096 ) $ — $ 9,672 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 6,881,490 3,141,695 — — Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ — $ — | |
SCHEDULE OF UNREALIZED HOLDING LOSS AND FAIR VALUE OF HELD TO MATURITY SECURITIES | The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities at December 31, 2021 are as follows: SCHEDULE OF UNREALIZED HOLDING LOSS AND FAIR VALUE OF HELD TO MATURITY SECURITIES Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — 146,645,572 | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: SCHEDULE OF UNREALIZED HOLDING LOSS AND FAIR VALUE OF HELD TO MATURITY SECURITIES Carrying Value Gross Unrealized Gross Unrealized Fair Value as of U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — $ 146,645,572 | |
SCHEDULE OF ORDINARY SHARE REFLECTED ON THE BALANCE SHEET | As of March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: SCHEDULE OF ORDINARY SHARE REFLECTED ON THE BALANCE SHEET Gross proceeds from IPO $ 143,750,000 Less: Proceeds allocated to Public Warrants (5,287,763 ) Offering costs related to Class A ordinary shares subject to possible redemption (8,223,786 ) Plus: Offering costs allocated to public warrants 314,060 Re-Measurement of Class A ordinary shares to redemption amount 16,072,489 Class A ordinary shares subject to possible redemption $ 146,625,000 | As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table: SCHEDULE OF ORDINARY SHARE REFLECTED ON THE BALANCE SHEET Gross proceeds from IPO $ 143,750,000 Less: Proceeds allocated to Public Warrants (5,287,763 ) Offering costs related to Class A ordinary shares subject to possible redemption (8,223,786 ) Plus: Offering costs allocated to public warrants 314,060 Re-Measurement of Class A ordinary shares to redemption amount 16,072,489 Class A ordinary shares subject to possible redemption $ 146,625,000 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2021 USD ($) hydroponicfarm | Jul. 12, 2021 USD ($) $ / shares shares | Jul. 12, 2021 USD ($) $ / shares shares | Jan. 25, 2021 USD ($) | Jan. 25, 2021 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) tradingDay shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) hydroponicfarm | Jun. 30, 2022 USD ($) tradingDay shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) hydroponicfarm | Dec. 31, 2020 USD ($) hydroponicfarm | Jul. 12, 2022 USD ($) | Jul. 11, 2022 $ / shares | Jun. 27, 2022 $ / shares | Apr. 19, 2022 USD ($) | Apr. 14, 2022 USD ($) | Mar. 07, 2022 USD ($) | Mar. 04, 2022 USD ($) | Jan. 30, 2022 | Dec. 31, 2019 USD ($) | |
Number of large scale hydroponic farms | 4 | 5 | 1 | 5 | 4 | 1 | ||||||||||||||||||
Net Income (Loss) Attributable to Parent | $ (78,655,000) | $ (16,318,000) | $ (7,676,000) | $ (4,903,000) | $ (94,973,000) | $ (12,580,000) | $ (40,057,000) | $ (8,657,000) | ||||||||||||||||
Accumulated deficit | $ (62,606,000) | (157,579,000) | $ (22,549,000) | (157,579,000) | (62,606,000) | (22,549,000) | ||||||||||||||||||
Gross proceeds from sale-leaseback transaction | 8,100,000 | |||||||||||||||||||||||
Convertible debt current | $ 10,253,000 | 10,000,000 | $ 10,253,000 | $ 10,000,000 | ||||||||||||||||||||
Class of warrant or right, outstanding | shares | 14,438,000 | 14,438,000 | ||||||||||||||||||||||
Cash | 16,146,000 | $ 3,335,000 | 113,353,000 | $ 3,335,000 | 16,146,000 | 113,353,000 | ||||||||||||||||||
Repayments of debt | 34,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Stock issued during period value private placement | $ 10,000,000 | |||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 4 | |||||||||||||||||||||||
Senior Secured Credit Facility [Member] | Line of Credit [Member] | ||||||||||||||||||||||||
Borrowing capacity under credit agreement | 30,000,000 | 30,000,000 | $ 30,000,000 | $ 10,000,000 | ||||||||||||||||||||
Senior Secured Credit Facility [Member] | Line of Credit [Member] | Secured Debt [Member] | ||||||||||||||||||||||||
Debt instrument face amount | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||||||
Senior Secured Credit Facility [Member] | Line Of Credit [Member] | Secured Debt [Member] | ||||||||||||||||||||||||
Debt instrument face amount | 20,000,000 | 20,000,000 | ||||||||||||||||||||||
Borrowing capacity under credit agreement | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||
Debt instrument face amount | 20,000,000 | $ 20,000,000 | $ 20,000,000 | $ 3,000,000 | ||||||||||||||||||||
Convertible debt current | 10,000,000 | |||||||||||||||||||||||
Agrico Acquisition Corp [Member] | ||||||||||||||||||||||||
Price per private warrant | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||||||||||
Sale of warrant price per share | $ / shares | $ 1 | |||||||||||||||||||||||
Net Income (Loss) Attributable to Parent | (379,541) | (9,672) | (372,974) | |||||||||||||||||||||
Accumulated deficit | (4,544,300) | (4,923,841) | (9,672) | (4,544,300) | (9,672) | |||||||||||||||||||
Class of warrant or right, outstanding | shares | 7,250,000 | 7,250,000 | ||||||||||||||||||||||
Sale Of warrants price per share | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||
Net proceeds | $ 146,625,000 | $ 146,625,000 | ||||||||||||||||||||||
Public shares redeem percentage | 100% | 100% | ||||||||||||||||||||||
Trust account price per share | $ / shares | $ 10.20 | $ 10.20 | ||||||||||||||||||||||
Public share price per share | $ / shares | $ 10 | |||||||||||||||||||||||
Cash | 664,428 | 288,426 | 664,428 | |||||||||||||||||||||
Working capital | 467,648 | 81,284 | 467,648 | |||||||||||||||||||||
Founder shares cost | 25,000 | $ 25,000 | $ 25,000 | 25,000 | ||||||||||||||||||||
Unsecured promissory note | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Repayments of debt | $ 171,356 | |||||||||||||||||||||||
Business combination descriptions | (i) Pubco Ordinary Shares trading at or over a market price of $12.50; and (ii) Pubco Ordinary Shares trading at or over a market price of $15.00, in each case, for 20 trading days within a 30 trading-day period, based on volume-weighted average trading prices. The amount of shares issuable to each CVR holder for the achievement of each milestone is, in each case, a pro rata portion of an amount of Pubco Ordinary Shares equivalent to 5% of the amount of Kalera Shares outstanding as of immediately following the Kalera Capital Reduction on a fully-diluted basis | |||||||||||||||||||||||
Agrico Acquisition Corp [Member] | Kalera Shareholders [Member] | ||||||||||||||||||||||||
Ownership percentage | 52% | |||||||||||||||||||||||
Agrico Acquisition Corp [Member] | Maximum [Member] | ||||||||||||||||||||||||
Interest to pay dissolution expenses | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||
Agrico Acquisition Corp [Member] | Sponsor [Member] | ||||||||||||||||||||||||
Public share price per share | $ / shares | $ 10 | |||||||||||||||||||||||
Agrico Acquisition Corp [Member] | IPO [Member] | ||||||||||||||||||||||||
Sale of stock, number of shares issued in transaction | shares | 14,375,000 | |||||||||||||||||||||||
Class of warrant or right, outstanding | shares | 7,187,500 | 7,187,500 | ||||||||||||||||||||||
Transaction costs | $ 9,998,781 | $ 9,998,781 | ||||||||||||||||||||||
Underwriting fees | 2,875,000 | 2,875,000 | ||||||||||||||||||||||
Deferred underwriting fees | 5,031,250 | 5,031,250 | ||||||||||||||||||||||
Other ownership interests, offering costs | 655,031 | 655,031 | ||||||||||||||||||||||
Fair value representative shares cost | 1,437,500 | 1,437,500 | ||||||||||||||||||||||
Net proceeds | $ 146,625,000 | $ 146,625,000 | ||||||||||||||||||||||
Sale of stock prices per share | $ / shares | $ 10.20 | $ 10.20 | ||||||||||||||||||||||
Maturity terms | 185 days | 185 days | ||||||||||||||||||||||
Agrico Acquisition Corp [Member] | IPO [Member] | DJCAAC LLC [Member] | ||||||||||||||||||||||||
Stock issued during period, shares, other | shares | 14,375,000 | |||||||||||||||||||||||
Sale of stock, number of shares issued in transaction | shares | 1,875,000 | |||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||||
Agrico Acquisition Corp [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 10 | 10 | ||||||||||||||||||||||
Gross proceeds | $ 143,750,000 | |||||||||||||||||||||||
Agrico Acquisition Corp [Member] | Private Placement [Member] | ||||||||||||||||||||||||
Price per private warrant | $ / shares | $ 11.50 | 11.50 | ||||||||||||||||||||||
Gross proceeds | $ 7,250,000 | |||||||||||||||||||||||
Sale Of warrants price per share | $ / shares | $ 1 | $ 1 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) segment shares | Dec. 31, 2020 USD ($) segment | Mar. 07, 2022 USD ($) | Mar. 04, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||||
Number of operating segments | segment | 1 | 1 | ||||||||||
Cash and cash equivalents | $ 3,335,000 | $ 113,353,000 | $ 3,335,000 | $ 16,146,000 | $ 113,353,000 | |||||||
Amount of cash held outside of FDIC limit | 4,072,000 | 1,305,000 | 4,072,000 | |||||||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | 250,000 | |||||||||
Trade receivables, allowance for credit losses | 0 | 23,000 | 0 | |||||||||
Cost of good produced but not yet sold | 6,475,000 | 1,828,000 | ||||||||||
Advertising expense | 510 | 181 | ||||||||||
Net loss | 78,655,000 | $ 16,318,000 | $ 7,676,000 | $ 4,903,000 | 94,973,000 | $ 12,580,000 | 40,057,000 | 8,657,000 | ||||
Retained Earnings (Accumulated Deficit) | 157,579,000 | 22,549,000 | 157,579,000 | 62,606,000 | 22,549,000 | |||||||
Gross proceeds from sale-leaseback transaction | 8,100,000 | |||||||||||
Convertible Debt, Current | $ 10,253,000 | 10,000,000 | $ 10,253,000 | $ 10,000,000 | ||||||||
Agrico Acquisition Corp [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Cash and cash equivalents | 288,426 | 664,428 | ||||||||||
Net loss | 379,541 | 9,672 | 372,974 | |||||||||
Retained Earnings (Accumulated Deficit) | $ 4,923,841 | 9,672 | $ 4,544,300 | $ 9,672 | ||||||||
Purchase of aggregate | shares | 14,437,500 | 14,437,500 | ||||||||||
Shares subject to possible redemption | shares | 14,375,000 | 14,375,000 | ||||||||||
Federal depository insurance company coverage | $ 250,000 | $ 250,000 | ||||||||||
Marketable securities amount | 146,651,498 | |||||||||||
Short-Term Investments | 396 | |||||||||||
Investments in treasury securities | $ 146,644,279 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Borrowing capacity under convertible bridge financing facility | 20,000,000 | $ 20,000,000 | $ 20,000,000 | $ 3,000,000 | ||||||||
Convertible Debt, Current | $ 10,000,000 | |||||||||||
Five Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Concentration Risk, Percentage | 68% | 43% | ||||||||||
Intellectual Property [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Intangible assets amortization | 10 years | |||||||||||
Technology-Based Intangible Assets [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Intangible assets amortization | 15 years | |||||||||||
Patents, Licenses and Software Development [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Intangible assets amortization | 10 years | |||||||||||
Building [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Useful life | 15 years | |||||||||||
Furniture and Fixtures [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Useful life | 5 years | |||||||||||
Industrial Property [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Useful life | 20 years | |||||||||||
Vehicles [Member] | Minimum [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Useful life | 6 years | |||||||||||
Vehicles [Member] | Maximum [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Useful life | 10 years | |||||||||||
UNITED STATES | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Cash and cash equivalents | 6,097,000 | $ 1,824,000 | $ 6,097,000 | |||||||||
Non-US [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Cash and cash equivalents | $ 107,256,000 | $ 14,322,000 | $ 107,256,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 21 | $ 456 | $ 38 |
Work in process | 437 | 76 | 11 |
Finished goods | 718 | 658 | 55 |
Total inventories | $ 1,176 | $ 1,190 | $ 104 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (7,971) | $ (5,214) | $ (891) |
Total property, plant and equipment, net | 144,256 | 128,162 | 28,506 |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | 88,397 | 55,824 | 9,046 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | 5,447 | 5,336 | 957 |
Industrial Property [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | 3,670 | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | 531 | 378 | 55 |
Asset under Construction [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | $ 57,852 | 68,168 | $ 19,340 |
Kalera A S [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | (2,761) | ||
Total property, plant and equipment, net | 128,162 | ||
Kalera A S [Member] | Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | 53,590 | ||
Kalera A S [Member] | Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | 5,223 | ||
Kalera A S [Member] | Industrial Property [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | 3,659 | ||
Kalera A S [Member] | Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | 244 | ||
Kalera A S [Member] | Asset under Construction [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Assets under construction | $ 68,207 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation | $ 1,765,000 | $ 332,000 | $ 2,757,000 | $ 500,000 | $ 2,238,000 | $ 523,000 |
Total loss | 1,051 | |||||
Insurance recoveries | $ 650 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Remainder of 2022 | $ 2,544 | |
2022 | 4,972 | |
2023 | 5,165 | 5,103 |
2024 | 5,259 | 5,196 |
2025 | 5,346 | 5,284 |
2026 | 5,425 | 5,363 |
Thereafter | 86,294 | 86,213 |
Total undiscounted operating lease payments | 110,033 | 112,131 |
Less: Imputed interest | (50,986) | (52,796) |
Present value of total operating leases | $ 59,047 | $ 59,335 |
SCHEDULE OF OPERATING LEASE RIG
SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease right-of-use assets at the beginning of the year | $ 7,462 | $ 3,333 |
Additions | 49,357 | 4,536 |
Amortization | (1,543) | (407) |
Operating lease right-of-use assets at the end of the year | $ 55,276 | $ 7,462 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATING TO OPERATING ACTIVITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Cash paid for operating leases | $ 2,371 | $ 507 |
Right of use assets obtained in exchange for new operating leases | $ 49,357 | $ 4,536 |
LEASES (Details Narrative)
LEASES (Details Narrative) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 USD ($) renewalTerm | Dec. 31, 2020 USD ($) | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||||
Operating lease cost | $ | $ 5,458 | $ 796 | ||
Initial operating lease term | 10 years | |||
Operating lease, number of renewal terms | renewalTerm | 2 | |||
Operating lease, renewal term | 5 years | |||
Weighted average incremental borrowing rate | 7.67% | 9.14% | 7.66% | 9.14% |
Weighted average lease term | 18 years 8 months 8 days | 17 years 8 months 12 days | 18 years 2 months 15 days | 18 years 8 months 26 days |
SCHEDULE OF IDENTIFIABLE ASSETS
SCHEDULE OF IDENTIFIABLE ASSETS AND LIABILITIES ASSUMED (Details) - USD ($) $ in Thousands | Oct. 13, 2021 | Oct. 13, 2021 | Oct. 01, 2021 | Mar. 10, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
EXCESS ATTRIBUTABLE TO GOODWILL | $ 68,421 | $ 156 | |||||
Vindara Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Prepaid expenses, deposits and fixed assets | $ 59 | ||||||
Total assets acquired | 11,009 | ||||||
Accounts payable and other liabilities | 50 | ||||||
Accrued salary and benefits | 22 | ||||||
Deferred tax liability | 2,775 | ||||||
Total liabilities assumed | 2,847 | ||||||
FAIR VALUE OF NET ASSETS ACQUIRED | 8,162 | ||||||
PURCHASE PRICE | 22,592 | ||||||
EXCESS ATTRIBUTABLE TO GOODWILL | 14,430 | $ 14,430 | $ 14,430 | ||||
Vindara Inc [Member] | Licensing Agreements [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intellectual property | 1,700 | ||||||
Vindara Inc [Member] | Intellectual Property [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intellectual property | $ 9,250 | ||||||
&ever GmBH [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intellectual property | $ 61,100 | ||||||
Total assets acquired | 86,569 | ||||||
Accounts payable and other liabilities | 3,140 | ||||||
Deferred tax liability | 6,837 | ||||||
Total liabilities assumed | 15,918 | ||||||
FAIR VALUE OF NET ASSETS ACQUIRED | 70,651 | ||||||
PURCHASE PRICE | 118,633 | ||||||
EXCESS ATTRIBUTABLE TO GOODWILL | 47,982 | ||||||
Right-of-use assets, net | 5,552 | ||||||
Other assets | 1,448 | ||||||
Fixed assets | 8,711 | ||||||
Lease liabilities | 5,941 | ||||||
&ever GmBH [Member] | Smart Soil Technologies GmbH [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity investments-&ever Middle East Holding Ltd. | 1,394 | ||||||
&ever GmBH [Member] | &ever Middle East Holding Ltd. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity investments-&ever Middle East Holding Ltd. | $ 8,364 | ||||||
&ever Middle East Holding Ltd. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable, prepaids, and inventory | $ 359 | $ 359 | |||||
Intellectual property | 1,050 | 1,050 | |||||
Total assets acquired | 11,219 | 11,219 | |||||
Accounts payable and other liabilities | 284 | 284 | |||||
Deferred tax liability | 166 | 166 | |||||
Total liabilities assumed | 450 | 450 | |||||
LESS: PREVIOUS NON-CONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARY | 8,364 | 8,364 | |||||
FAIR VALUE OF NET ASSETS ACQUIRED | 2,405 | 2,405 | |||||
PURCHASE PRICE | 8,258 | 8,258 | |||||
EXCESS ATTRIBUTABLE TO GOODWILL | 5,853 | 5,853 | |||||
Fixed assets | 9,810 | 9,810 | |||||
LESS: PREVIOUS NON-CONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARY | $ (8,364) | $ (8,364) |
GOODWILL AND BUSINESS ACQUISI_3
GOODWILL AND BUSINESS ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Oct. 13, 2021 | Oct. 13, 2021 | Oct. 01, 2021 | Oct. 01, 2021 | Mar. 10, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||||
Payment for acquisition, net of cash acquired | $ 14,213 | $ 49,722 | ||||||||
Goodwill foreign currency translation gain (loss) | 4,169 | |||||||||
Goodwill impairment loss | $ (64,252) | (64,252) | ||||||||
Change in fair value of earnout liabilities | $ 0 | $ 0 | ||||||||
Vindara Inc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 100% | |||||||||
Purchase price, net of cash | $ 22,629 | |||||||||
Acquisition related costs | $ 300 | |||||||||
Expected economic life of acquired identifiable assets | 10 years | |||||||||
Acquisition, net loss | 950 | |||||||||
Purchase price, net of cash | $ 22,592 | |||||||||
Cash | 37 | |||||||||
Payment for acquisition, net of cash acquired | 14,213 | |||||||||
Value of shares issued as consideration | $ 8,379 | |||||||||
Pro-forma unaudited consolidated revenues | 2,885 | 887 | ||||||||
Pro-forma unaudited consolidated net loss | 40,122 | 9,717 | ||||||||
Pro-forma unaudited consolidated net loss | (950) | |||||||||
&ever GmBH [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 100% | 100% | ||||||||
Acquisition related costs | $ 421 | |||||||||
Acquisition, net loss | 2,479 | |||||||||
Purchase price, net of cash | $ 118,633 | |||||||||
Payment for acquisition, net of cash acquired | 33,610 | |||||||||
Value of shares issued as consideration | 85,023 | |||||||||
Pro-forma unaudited consolidated revenues | 2,885 | 887 | ||||||||
Pro-forma unaudited consolidated net loss | 55,267 | $ 15,882 | ||||||||
Pro-forma unaudited consolidated revenues | 128 | |||||||||
Purchase price | $ 118,663 | |||||||||
Number of shares issued, shares | 2,520,975 | |||||||||
Pro-forma unaudited consolidated net loss | $ (2,479) | |||||||||
&ever GmBH [Member] | &ever Middle East Holding Ltd. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 50% | 50% | 50% | 50% | ||||||
&ever GmBH [Member] | Smart Soil Technologies GmbH [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 25% | 25% | ||||||||
&ever Middle East Holding Ltd. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition, net loss | (465) | |||||||||
Purchase price, net of cash | $ 8,258 | $ 8,258 | ||||||||
Payment for acquisition, net of cash acquired | 1,899 | |||||||||
Value of shares issued as consideration | $ 6,359 | |||||||||
Pro-forma unaudited consolidated revenues | 125 | |||||||||
Pro-forma unaudited consolidated net loss | $ 465 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets, net | $ 64,335 | $ 72,371 | $ 530 |
Technology-Based Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents, licenses and software development | 56,874 | 62,150 | |
Less: accumulated amortization | (3,091) | (1,018) | |
Total intangible assets, net | 53,783 | 61,132 | |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents, licenses and software development | 9,250 | 9,250 | |
Less: accumulated amortization | (1,156) | (694) | |
Total intangible assets, net | 8,094 | 8,556 | |
Patents, Licenses and Software Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents, licenses and software development | 2,822 | 2,822 | 530 |
Less: accumulated amortization | (364) | (139) | |
Total intangible assets, net | $ 2,458 | $ 2,683 | $ 530 |
SCHEDULE OF EXPECTED AMORTIZATI
SCHEDULE OF EXPECTED AMORTIZATION EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Remainder of 2022 | $ 2,816 | ||
2023 | 5,632 | 5,632 | |
2024 | 5,632 | 5,632 | |
2025 | 5,632 | 5,632 | |
2026 | 5,268 | 5,632 | |
2026 | 5,632 | ||
Thereafter | 39,355 | 44,211 | |
Total | 64,335 | 72,371 | $ 530 |
Technology-Based Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remainder of 2022 | 2,071 | ||
2023 | 4,143 | 4,143 | |
2024 | 4,143 | 4,143 | |
2025 | 4,143 | 4,143 | |
2026 | 4,143 | 4,143 | |
2026 | 4,143 | ||
Thereafter | 36,737 | 40,433 | |
Total | 53,783 | 61,132 | |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remainder of 2022 | 463 | ||
2023 | 925 | 925 | |
2024 | 925 | 925 | |
2025 | 925 | 925 | |
2026 | 925 | 925 | |
2026 | 925 | ||
Thereafter | 2,618 | 3,778 | |
Total | 8,094 | 8,556 | |
Patents, Licenses and Software Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remainder of 2022 | 282 | ||
2023 | 564 | 564 | |
2024 | 564 | 564 | |
2025 | 564 | 564 | |
2026 | 200 | 564 | |
2026 | 564 | ||
Thereafter | |||
Total | $ 2,458 | $ 2,683 | $ 530 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization expense | $ 1,374,000 | $ 275,000 | $ 2,760,000 | $ 275,000 | $ 1,851,000 | $ 0 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT ARRANGEMENT, OPTION, ACTIVITY (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||
Beginning balance (in dollars per share) | $ 8.29 | $ 8.29 |
Beginning balance (in shares) | 989 | 453 |
Granted (in dollars per share) | $ 36.91 | $ 8.29 |
Granted (in shares) | 377 | 536 |
Exercised (in dollars per share) | ||
Exercised (in shares) | ||
Forfeited, expired and cancelled (in dollars per share) | $ (11.16) | |
Forfeited, expired and cancelled (in shares) | (180) | |
Ending balance (in dollars per share) | $ 21.88 | $ 8.29 |
Ending balance (in shares) | 1,186 | 989 |
Options exercisable (in shares) | 462 | |
Beginning balance (in dollars per share) | $ 10.28 | $ 10.28 |
Beginning balance (in shares) | 989 | 453 |
Granted, grant date fair value (in dollars per share) | $ 16.80 | $ 10.28 |
Forfeited, expired and cancelled (in dollars per share) | $ 3.87 | |
Forfeited, expired and cancelled (in shares) | (180) | |
Vested (in dollars per share) | $ 6.85 | |
Vested (in shares) | (462) | |
Ending balance (in dollars per share) | $ 13.81 | $ 10.28 |
Ending balance (in shares) | 724 | 989 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected volatility (%) | 66% | 45.40% | ||||
Expected dividend growth rate (%) | 0% | 0% | ||||
Risk-free interest rate (%) | 0.87% | 0.90% | ||||
Expected term (years) | 3 years 6 months 3 days | 3 years 6 months 3 days | ||||
Weighted average contractual life (years) | 3 years 9 months 3 days | 3 years 6 months | ||||
Weighted average fair value of options granted | $ 16.80 | $ 16.02 | ||||
Weighted average exercise price - maximum | $ 36.91 | $ 8.29 | ||||
Aggregate intrinsic value of stock options outstanding | $ 3,047 | $ 27,682 | ||||
Compensation cost to be recognized for unvested options | 8,505 | 5,564 | ||||
Shareholder compensation expense | $ 785,000 | $ 568,000 | $ 8,797,000 | $ 1,002,000 | $ 2,565 | $ 996 |
Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average exercise price - maximum | $ 18.12 | $ 11.05 | ||||
Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average exercise price - maximum | $ 55.25 | $ 30.39 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares authorized for issuance (in shares) | 1,222,000 | 993,000 | |||||
Vesting period | 4 years | 4 years | |||||
Granted (in shares) | 377,000 | 536,000 | |||||
Granted, weighted average share price (in dollars per share) | $ 36.91 | $ 8.29 | |||||
Term of stock options | 8 years | 8 years | |||||
Granted, grant date fair value (in dollars per share) | $ 16.80 | $ 10.28 | |||||
Stock based compensation expense | $ 785,000 | $ 568,000 | $ 8,797,000 | $ 1,002,000 | $ 2,565 | $ 996 | |
Options outstanding | 1,186,000 | 989,000 | 453,000 | ||||
Kalera Options [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Shares issued | 364,000 | ||||||
Kalera SA [Member] | Earnout Shares [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares exchanged or converted | 4,000,000 | ||||||
Incentive Options [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price, ratio | 110% | ||||||
Percentage of voting power | 10% | ||||||
Out Of The Money Option [Member] | Business Combination Agreement [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock based compensation expense | $ 7,200,000 | ||||||
Options outstanding | 0 | 0 | |||||
Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price, ratio | 100% | ||||||
Granted, weighted average share price (in dollars per share) | $ 55.25 | $ 30.39 | |||||
Granted, grant date fair value (in dollars per share) | 37.02 | 23.09 | |||||
Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Granted, weighted average share price (in dollars per share) | 18.12 | 11.05 | |||||
Granted, grant date fair value (in dollars per share) | $ 8.84 | $ 2.21 | |||||
Minimum [Member] | Incentive Options [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price, ratio | 100% |
SCHEDULE OF ASSET RETIREMENT OB
SCHEDULE OF ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | ||||||
Beginning, asset retirement obligation | $ 1,590 | $ 1,527 | $ 593 | $ 588 | $ 588 | $ 204 |
Liabilities incurred | 889 | 334 | ||||
Accretion expenses | 32 | 63 | 13 | 5 | 50 | 50 |
Ending, asset retirement obligation | $ 1,622 | $ 1,590 | $ 606 | $ 593 | $ 1,527 | $ 588 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | ||||||
Asset retirement obligation, accretion expense | $ 32 | $ 63 | $ 13 | $ 5 | $ 50 | $ 50 |
SCHEDULE OF INCOME BEFORE INCOM
SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (36,781) | $ (8,657) |
Foreign | (4,533) | |
Loss before income taxes | $ (41,314) | $ (8,657) |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Domestic - Federal | $ 569 | |||||
Foreign | 762 | |||||
Deferred income tax benefit | $ 533 | $ 1,288 | $ 1,331 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets | ||
Accrued expenses | $ 430 | $ 63 |
Right-of-use asset | 14,484 | 2,357 |
Federal NOL | 21,050 | 10,338 |
State NOL | 2,222 | 697 |
Research and development credits | 266 | 354 |
Valuation allowances | (20,508) | (10,761) |
Total deferred tax assets | 17,944 | 3,048 |
Deferred Tax Liabilities | ||
Property, plant and equipment | 522 | 648 |
Intangibles | 12,241 | |
Prepaid expenses | 133 | 6 |
Lease liability | 13,495 | 2,394 |
Total deferred tax liability | 26,391 | 3,048 |
Net deferred tax assets | $ (8,447) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Statutory rate | 21% | 21% | 21% | 21% | 22% | 22% |
Foreign rate difference | (1.60%) | (1.00%) | ||||
Permanent differences | (1.30%) | 0.70% | ||||
Research and development credits | 0% | (0.90%) | ||||
State income tax, net | 3.50% | (1.90%) | ||||
Valuation allowance | (23.90%) | (18.90%) | ||||
Other | 4.20% | 0% | ||||
Effective tax rate | 0.70% | 0% | 1.30% | 0% | 2.90% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Net deferred tax liability (asset) | $ 8,447 | |||||
Net operating loss carryforwards | 102,970 | 50,000 | ||||
Valuation allowance | $ 20,508 | $ 10,761 | ||||
Effective income tax rate | 0.70% | 0% | 1.30% | 0% | 2.90% | 0% |
Federal statutory rate | 21% | 21% | 21% | 21% | 22% | 22% |
CONVERTIBLE LOAN (Details Narra
CONVERTIBLE LOAN (Details Narrative) $ / shares in Units, shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) shares | Mar. 31, 2022 USD ($) | Mar. 07, 2022 USD ($) $ / shares | Mar. 04, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | |
Short-Term Debt [Line Items] | ||||||||
Convertible debt | $ 0 | $ 0 | ||||||
Convertible debt | $ 10,253,000 | $ 10,253,000 | $ 10,000,000 | $ 10,000,000 | ||||
Common Stock [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Conversion of the loan | shares | 567 | |||||||
Convertible Debt [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, face amount | 20,000,000 | $ 20,000,000 | $ 20,000,000 | $ 3,000,000 | ||||
Convertible debt | $ 10,000,000 | |||||||
Debt instrument, interest rate, stated percentage | 8% | 8% | ||||||
Debt instrument convertible, conversion price1 | $ / shares | $ 10 | $ 10 | ||||||
Debt instrument, interest rate, effective percentage | 8% | 8% | ||||||
Interest expense, debt | $ 202,000 | $ 253,000 |
GAIN ON FORGIVENESS OF DEBT (De
GAIN ON FORGIVENESS OF DEBT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||
Gain on forgiveness of debt | $ 328 | |
Payment Protection Program [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 328 | |
Debt term | 2 years | |
Interest rate | 1% | |
Gain on forgiveness of debt | $ 328 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 19, 2022 | Apr. 14, 2022 | Sep. 30, 2021 | Oct. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 09, 2021 | |
Debt Instrument [Line Items] | ||||||||
Payments of fees and interest | $ 345 | |||||||
Long- term debt | $ 20,000 | 20,000 | ||||||
Other Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, excluding current maturities | $ 27 | $ 27 | ||||||
Senior Secured Credit Facility [Member] | Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Payment in kind interest rate | 5.50% | 5.50% | ||||||
Borrowing capacity under credit agreement | $ 30,000 | $ 10,000 | $ 30,000 | $ 30,000 | ||||
Debt term | 120 months | 24 months | ||||||
Debt issuance costs incurred | $ 352 | |||||||
Amortization of debt issuance costs | 7 | 7 | ||||||
Unamortized debt issuance costs | 345 | 345 | ||||||
Interest expense | $ 97 | $ 97 | ||||||
Covenant term | 3 years | |||||||
Percentage of consolidated funded debt to capital ratio | 45% | 45% | ||||||
Maximum consolidated funded debt to EBITDA ratio | 1 | 1 | ||||||
Senior Secured Credit Facility [Member] | Line of Credit [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum consolidated funded debt to EBITDA ratio | 3.25 | 3.25 | ||||||
Senior Secured Credit Facility [Member] | Line of Credit [Member] | Secured Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under convertible bridge financing facility | $ 20,000 | $ 20,000 | ||||||
Senior Secured Credit Facility [Member] | Line of Credit [Member] | Secured Debt [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate | 0.75% | 0.75% | ||||||
Senior Secured Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under credit agreement | $ 10,000 | |||||||
Senior Secured Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate | 0.625% | 0.625% | ||||||
DNB Bank ASA [Member] | Debt Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under convertible bridge financing facility | $ 35,000 | |||||||
Amount borrowed under debt facility agreement | $ 34,000 | |||||||
Principal payments | $ 34,000 | |||||||
Payments of fees and interest | $ 1,800 | |||||||
Payment in kind interest rate | 0.90% |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 1,326 | $ 1,326 | $ 1,322 | |||
Equity in net loss of affiliate | $ 23 | $ 48 | 74 | |||
Smart Soil [Member] | &ever GmBH [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Payments to acquire equity method investments | $ 1,322 | |||||
Equity Method Investment, Ownership Percentage | 25% |
RETIREMENT PLAN (Details Narrat
RETIREMENT PLAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employer contributions | $ 68,000 | $ 0 |
SCHEDULE OF DISAGGREGATED REVEN
SCHEDULE OF DISAGGREGATED REVENUES BY CUSTOMER TYPE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Net sales | $ 1,289 | $ 489 | $ 2,766 | $ 828 | $ 2,855 | $ 887 |
Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 766 | 130 | 1,376 | 294 | 1,575 | 169 |
Retail [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | $ 523 | $ 359 | $ 1,390 | $ 534 | $ 1,280 | $ 718 |
DISAGGREGATED REVENUES BY CUS_3
DISAGGREGATED REVENUES BY CUSTOMER TYPE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer, excluding assessed tax | $ 1,289 | $ 489 | $ 2,766 | $ 828 | $ 2,855 | $ 887 |
Food Service Credits Promotions [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer, excluding assessed tax | $ 321 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||||
Jul. 11, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) hydroponicfarm $ / shares | Apr. 19, 2022 USD ($) | Apr. 14, 2022 USD ($) | Mar. 07, 2022 USD ($) $ / shares | Jan. 25, 2022 USD ($) renewalTerm | Jun. 30, 2022 USD ($) hydroponicfarm $ / shares | Jun. 30, 2022 USD ($) hydroponicfarm $ / shares | May 27, 2022 | Mar. 31, 2022 USD ($) $ / shares | Mar. 04, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2019 USD ($) | |
Subsequent Event [Line Items] | |||||||||||||
Initial term of sale leaseback | 20 years | ||||||||||||
Number of extension options | renewalTerm | 2 | ||||||||||||
Renewal term | 5 years | ||||||||||||
Annual rent | $ 566 | ||||||||||||
Proceeds from sale of property | $ 8,100 | ||||||||||||
Net impact on total stockholders equity | $ 375,000 | $ 5,400 | $ 5,400 | ||||||||||
Exchange ratio | 0.091% | 0.091% | 0.091% | ||||||||||
Number of contractual contingent value rights received by shareholders | hydroponicfarm | 1 | 1 | 1 | ||||||||||
Number of stock payments received by shareholders | 2 | 2 | 2 | ||||||||||
Stock payment, percent of fully diluted equity | 5% | 5% | 5% | ||||||||||
Reverse recapitalization, exchange ratio | 0.181 | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | 5 years | ||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of stock consideration received on transaction | $ 10,000 | ||||||||||||
Sale of stock, price per share | $ / shares | $ 4 | ||||||||||||
Subsequent Event [Member] | Series B Warrent [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of warrant or right, outstanding | shares | 2,500,000 | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 4.41 | ||||||||||||
Subsequent Event [Member] | Series A Warrant [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of warrant or right, outstanding | shares | 2,500,000 | ||||||||||||
Warrants and right outstanding, term | 6 months | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 4.41 | ||||||||||||
Warrants and rights outstanding, term | 2 years | ||||||||||||
Subsequent Event [Member] | Series B Warrent [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants and right outstanding, term | 6 months | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Class of warrant or right, outstanding | shares | 2,500,000 | ||||||||||||
Line of Credit [Member] | Senior Secured Credit Facility [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt term | 120 months | 24 months | |||||||||||
Payment in kind interest rate | 5.50% | 5.50% | 5.50% | ||||||||||
Borrowing capacity under credit agreement | $ 30,000 | $ 30,000 | $ 10,000 | $ 30,000 | $ 30,000 | ||||||||
Line of Credit [Member] | Senior Secured Credit Facility [Member] | Secured Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument face amount | $ 20,000 | $ 20,000 | |||||||||||
Line of Credit [Member] | Senior Secured Credit Facility [Member] | Secured Debt [Member] | Prime Rate [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Variable rate | 0.75% | 0.75% | |||||||||||
Line of Credit [Member] | Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Borrowing capacity under credit agreement | $ 10,000 | ||||||||||||
Line of Credit [Member] | Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Variable rate | 0.625% | 0.625% | |||||||||||
Convertible Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument face amount | $ 20,000 | $ 20,000 | $ 20,000 | $ 3,000 | |||||||||
Debt term | 1 year | ||||||||||||
Payment in kind interest rate | 8% | 8% | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||
Agrico Acquisition Corp [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Share price | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.01 | $ 0.01 |
SCHEDULE OF REVERSE RECAPITALIZ
SCHEDULE OF REVERSE RECAPITALIZATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | |
Business Combination | |||
Cash - Agrico trust and cash, net of redemptions | $ 311 | $ 311 | |
Non-cash net liabilities assumed from Agrico | 5,745 | 5,745 | |
Non-cash net assets assumed from Agrico | 34 | 34 | |
Net impact on total stockholders' equity | $ 375,000 | $ 5,400 | $ 5,400 |
SCHEDULE OF GOODWILL ACQUIRED (
SCHEDULE OF GOODWILL ACQUIRED (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 10, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill | $ 68,421 | $ 156 | |||
Impairment | (64,252) | (64,252) | |||
Vindara Inc [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill | 14,430 | 14,430 | 14,430 | $ 14,430 | |
Kalera GmbH [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill | 43,813 | 43,813 | 47,982 | ||
Kalera Middle East [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill | 5,853 | 5,853 | 5,853 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill | $ 156 | $ 156 | $ 156 |
SCHEDULE OF WEIGHTED AVERAGE AM
SCHEDULE OF WEIGHTED AVERAGE AMORTIZATION (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period | 9 years |
Technology-Based Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period | 14 years 6 months |
Patents, Licenses and Software Development [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period | 4 years 6 months |
SCHEDULE OF FUTURE MINIMUM PRIN
SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENTS (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Business Combination | |
Remainder of 2022 | |
2023 | |
2024 | 1,250 |
2025 | 2,500 |
2026 | 2,500 |
Thereafter | 13,750 |
Total future minimum principal payments | $ 20,000 |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 28, 2022 | Jul. 12, 2021 | Jun. 30, 2022 | |
Class of warrant or right outstanding | 14,438,000 | ||
Number of shares issuable (in shares) | 1,858,966 | ||
Private Placement Warrants [Member] | |||
Class of warrant or right outstanding | 7,250,000 | ||
Kalera Options [Member] | |||
Sale of stock, number of shares issued in transaction | 364,000 | ||
Maxim Group LLC [Member] | |||
Sale of stock, number of shares issued in transaction | 275,000 | ||
Agrico Acquisition Corp [Member] | |||
Class of warrant or right outstanding | 7,250,000 | ||
Agrico Acquisition Corp [Member] | IPO [Member] | |||
Sale of stock, number of shares issued in transaction | 14,375,000 | ||
Class of warrant or right outstanding | 7,187,500 | ||
Kalera SA [Member] | Earnout Shares [Member] | |||
Number of shares exchanged or converted (in shares) | 4,000,000 | ||
Common Class A [Member] | Agrico Acquisition Corp [Member] | |||
Stock repurchased during period shares | 14,347,974 | ||
Stock repurchased during period price per share | $ 10.21 | ||
Stock repurchased during period, value | $ 146.6 | ||
Common Class A [Member] | Agrico Acquisition Corp. [Member] | |||
Number of shares exchanged or converted (in shares) | 170,776 | ||
Common Class B [Member] | Agrico Acquisition Corp. [Member] | |||
Number of shares exchanged or converted (in shares) | 1,796,875 | ||
Common Stock [Member] | |||
Sale of stock, number of shares issued in transaction | 19,135,177 | ||
Common Stock [Member] | Kalera SA [Member] | |||
Number of shares exchanged or converted (in shares) | 105,719,212 |
DEFERRED UNDERWRITING FEES AN_2
DEFERRED UNDERWRITING FEES AND GRANTS (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Number of shares issued to settle underwriting fees (in shares) | shares | 275,000 |
Note payable | $ 2,850 |
Grants payable | 2,499 |
Agrico Acquisition Corp [Member] | |
Deferred underwriting fees payable, noncurrent | $ 5,031 |
EARN-OUT LIABILITY (Details Nar
EARN-OUT LIABILITY (Details Narrative) $ / shares in Units, tradingDay in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) tradingDay $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Credit Derivatives [Line Items] | |||||
Number of shares issuable (in shares) | shares | 1,858,966 | 1,858,966 | |||
Earnout liabilities | $ | $ 13,775 | $ 13,775 | |||
Gain on change in fair value of earnout liabilities | $ | $ 17,250 | $ 17,250 | |||
Measurement Input, Price Volatility [Member] | Valuation, Market Approach [Member] | |||||
Credit Derivatives [Line Items] | |||||
Earnout liabilities, measurement input | 90 | 90 | |||
Measurement Input, Risk Free Interest Rate [Member] | Valuation, Market Approach [Member] | |||||
Credit Derivatives [Line Items] | |||||
Earnout liabilities, measurement input | 3 | 3 | |||
Derivative Instrument Tranche One [Member] | |||||
Credit Derivatives [Line Items] | |||||
Market price trigger (in dollars per share) | $ / shares | $ 12.50 | $ 12.50 | |||
Number of consecutive trading days | 20 | ||||
Number of trading days | 30 | ||||
Derivative Instrument Tranche Two [Member] | |||||
Credit Derivatives [Line Items] | |||||
Market price trigger (in dollars per share) | $ / shares | $ 15 | $ 15 | |||
Number of consecutive trading days | 20 | ||||
Number of trading days | 30 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 tradingDay $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Sale of warrants | shares | 14,438,000 |
Per share price | $ / shares | $ 11.50 |
Warrants exercise period | 12 months |
Number of days after completion of acquisition | tradingDay | 30 |
Warrants expiration period | 5 years |
Warrants exercise price | $ / shares | $ 0.01 |
Period of prior written notice of redemption | 30 days |
Warrant price trigger | $ / shares | $ 18 |
Number of trading days in excess of price trigger | tradingDay | 20,000 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Sale of warrants | shares | 7,188,000 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Sale of warrants | shares | 7,250,000 |
SCHEDULE OF FAIR VALUE OF FINAN
SCHEDULE OF FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Details) - Fair Value, Recurring [Member] $ in Thousands | Jun. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earnout liabilities | $ 13,775 |
Total liabilities | 13,775 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earnout liabilities | |
Total liabilities | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earnout liabilities | |
Total liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Earnout liabilities | 13,775 |
Total liabilities | $ 13,775 |
SCHEDULE OF FAIR VALUE INPUTS F
SCHEDULE OF FAIR VALUE INPUTS FOR SHARE-BASED COMPENSATION (Details) - Valuation, Market Approach [Member] | 6 Months Ended |
Jun. 30, 2022 | |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout liabilities, measurement input | 90 |
Measurement Input, Maturity [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout liabilities, measurement input | 2 years |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout liabilities, measurement input | 3 |
Minimum [Member] | Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout liabilities, measurement input | 12.50 |
Minimum [Member] | Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout liabilities, measurement input | 5.90 |
Maximum [Member] | Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout liabilities, measurement input | 15 |
Maximum [Member] | Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earnout liabilities, measurement input | 8.66 |
SCHEDULE OF DISAGGREGATED REV_2
SCHEDULE OF DISAGGREGATED REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net sales | $ 1,289 | $ 489 | $ 2,766 | $ 828 | $ 2,855 | $ 887 |
Service [Member] | ||||||
Net sales | 766 | 130 | 1,376 | 294 | 1,575 | 169 |
Retail [Member] | ||||||
Net sales | $ 523 | $ 359 | $ 1,390 | $ 534 | $ 1,280 | $ 718 |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR FINANCING OBLIGATIONS (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 283 |
2023 | 621 |
2024 | 640 |
2025 | 656 |
2026 | 673 |
Thereafter | 11,858 |
Total undiscounted financing obligation | 14,731 |
Less: Imputed interest | (7,304) |
Present value of total financing obligation | $ 7,427 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Finance lease right of use asset | $ 7,427,000 | ||
Long-term portion of financing obligation | 7,144,000 | ||
Short-term portion of financing obligation | $ 283,000 | ||
Agrico Acquisition Corp [Member] | |||
Effective date | 5 years | 5 years | |
Underwriting fee percentage | 3.50% | 3.50% | |
Aggregate value | $ 5,031,250 | $ 5,031,250 | |
Agrico Acquisition Corp [Member] | Private Placement [Member] | |||
Effective date | 7 years | 7 years | |
Agrico Acquisition Corp [Member] | Overallotment [Member] | |||
Shares issued | 1,875,000 | ||
Agrico Acquisition Corp [Member] | Over-Allotment Option [Member] | |||
Shares issued | 1,875,000 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net loss | $ (78,655,000) | $ (16,318,000) | $ (7,676,000) | $ (4,903,000) | $ (94,973,000) | $ (12,580,000) | $ (40,057,000) | $ (8,657,000) | |||
Weighted average number of common shares - basic and diluted | 19,125,000 | 15,018,000 | |||||||||
Basic and diluted | $ (4.97) | $ (0.84) | |||||||||
Weighted-average shares outstanding including ordinary shares subject to redemption | 20,043 | 14,929 | 19,125 | 15,018 | 15,910,000 | 10,332,000 | |||||
Basic and diluted net income (loss) per share | $ (3.92) | $ (0.51) | $ (4.97) | $ (0.84) | $ (2.52) | $ (0.84) | |||||
Agrico Acquisition Corp [Member] | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net loss | (379,541) | $ (9,672) | $ (372,974) | ||||||||
Agrico Acquisition Corp [Member] | Common Class A [Member] | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Allocation of net income (loss) | $ (304,235) | $ (256,068) | |||||||||
Weighted-average shares outstanding including ordinary shares subject to redemption | 14,518,750 | 6,881,490 | |||||||||
Basic and diluted net income (loss) per share | $ (0.02) | $ (0.04) | |||||||||
Agrico Acquisition Corp [Member] | Common Class B [Member] | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Allocation of net income (loss) | $ (75,306) | $ 9,672 | $ (116,096) | ||||||||
Weighted-average shares outstanding including ordinary shares subject to redemption | 3,593,750 | [1] | 2,291,667 | [1] | 3,141,695 | ||||||
Basic and diluted net income (loss) per share | $ (0.02) | $ (0.04) | |||||||||
[1]As of March 31, 2021, excludes up to 468,750 shares subject to forfeiture to the extent that the underwriter’s over- allotment option is not exercised in full or in part. On April 9, 2021, the sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 5,000,000 shares to 3,593,750 shares. |
SCHEDULE OF UNREALIZED HOLDING
SCHEDULE OF UNREALIZED HOLDING LOSS AND FAIR VALUE OF HELD TO MATURITY SECURITIES (Details) - Agrico Acquisition Corp [Member] | Dec. 31, 2021 USD ($) |
Cash and Cash Equivalents [Line Items] | |
Carrying Value | $ 146,644,675 |
Gross Unrealized Gains | 897 |
Gross Unrealized Losses | |
Fair Value | 146,645,572 |
US Treasury Securities [Member] | |
Cash and Cash Equivalents [Line Items] | |
Carrying Value | 146,644,279 |
Gross Unrealized Gains | 897 |
Gross Unrealized Losses | |
Fair Value | 146,645,176 |
Cash [Member] | |
Cash and Cash Equivalents [Line Items] | |
Carrying Value | 396 |
Gross Unrealized Gains | |
Gross Unrealized Losses | |
Fair Value | $ 396 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Weighted-average shares outstanding including ordinary shares subject to redemption | 20,043 | 14,929 | 19,125 | 15,018 | 15,910,000 | 10,332,000 | |||||
Basic and diluted net income (loss) per share | $ (3.92) | $ (0.51) | $ (4.97) | $ (0.84) | $ (2.52) | $ (0.84) | |||||
Agrico Acquisition Corp [Member] | Common Class A [Member] | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Allocation of net income (loss) | $ (304,235) | $ (256,068) | |||||||||
Weighted-average shares outstanding including ordinary shares subject to redemption | 14,518,750 | 6,881,490 | |||||||||
Basic and diluted net income (loss) per share | $ (0.02) | $ (0.04) | |||||||||
Agrico Acquisition Corp [Member] | Common Class B [Member] | |||||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Allocation of net income (loss) | $ (75,306) | $ 9,672 | $ (116,096) | ||||||||
Weighted-average shares outstanding including ordinary shares subject to redemption | 3,593,750 | [1] | 2,291,667 | [1] | 3,141,695 | ||||||
Basic and diluted net income (loss) per share | $ (0.02) | $ (0.04) | |||||||||
[1]As of March 31, 2021, excludes up to 468,750 shares subject to forfeiture to the extent that the underwriter’s over- allotment option is not exercised in full or in part. On April 9, 2021, the sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder Shares outstanding from 5,000,000 shares to 3,593,750 shares. |
SCHEDULE OF ORDINARY SHARE REFL
SCHEDULE OF ORDINARY SHARE REFLECTED ON THE BALANCE SHEET (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Less: | ||||||
Offering costs related to Class A ordinary shares subject to possible redemption | $ 29,158,000 | $ 61,696,000 | $ 140,619,000 | |||
Plus: | ||||||
Offering costs related to Class A ordinary shares subject to possible redemption | $ (29,158,000) | (61,696,000) | $ (140,619,000) | |||
Agrico Acquisition Corp [Member] | ||||||
Gross proceeds from IPO | $ 143,750,000 | $ 143,750,000 | 143,750,000 | |||
Less: | ||||||
Proceeds allocated to Public Warrants | (5,287,763) | (5,287,763) | (5,287,763) | |||
Offering costs related to Class A ordinary shares subject to possible redemption | 8,223,786 | 8,223,786 | (8,223,786) | |||
Plus: | ||||||
Offering costs allocated to public warrants | 314,060 | |||||
Re-Measurement of Class A ordinary shares to redemption amount | 16,072,489 | |||||
Class A ordinary shares subject to possible redemption | 146,625,000 | 146,625,000 | ||||
Offering costs related to Class A ordinary shares subject to possible redemption | (8,223,786) | (8,223,786) | $ 8,223,786 | |||
Offering costs allocated to public warrants | 314,060 | 314,060 | ||||
Re-Measurement of Class A ordinary shares to redemption amount | $ 16,072,489 | $ 16,072,489 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - Agrico Acquisition Corp [Member] - $ / shares | Jul. 12, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Sale of stock, description of transaction | Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (See Note 7). | |||
Share price | $ 10 | |||
Maximum [Member] | Common Class A [Member] | ||||
Shares issued | 143,750 | 143,750 | ||
IPO [Member] | ||||
Sale of stock, number of shares issued in transaction | 14,375,000 | |||
Over-Allotment Option [Member] | ||||
Additional units of shares | 1,875,000 | |||
Purchase price, per unit (in Dollars per share) | $ 10 | |||
Share price | $ 11.50 | |||
Shares issued | 1,875,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Exercise price (in Dollars per share) | $ 11.50 | ||
Agrico Acquisition Corp [Member] | |||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | |
Agrico Acquisition Corp [Member] | Private Placement [Member] | |||
Exercise price (in Dollars per share) | $ 1 | $ 1 | |
Additional aggregate purchase price | $ 7,250,000 | $ 7,250,000 | |
Sponsor [Member] | Agrico Acquisition Corp [Member] | |||
Sale of stock, number of shares issued in transaction | 7,250,000 | 7,250,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Agrico Acquisition Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Apr. 09, 2021 | Apr. 09, 2021 | Jan. 25, 2021 | Jan. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 12, 2021 | Jan. 22, 2021 | |
Aggregate of founder shares | 1,406,250 | 1,406,250 | ||||||||||
Founder shares subject to forfeiture | 468,750 | |||||||||||
Related party transaction, description | The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”) | The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). | ||||||||||
Sponsor agreed to loan | $ 200,000 | |||||||||||
Securities borrowed | $ 171,356 | $ 171,356 | ||||||||||
Related party tax expense, due to affiliates, deferred | $ 56,266 | $ 56,266 | ||||||||||
Founder shares cost | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||||||
Warrant price | $ 1 | $ 1 | $ 1 | |||||||||
Administative services | $ 10,000 | $ 10,000 | ||||||||||
Operating expenses | 30,000 | $ 0 | 0 | 57,742 | ||||||||
Aggregate of founder Shares | 1,406,250 | 1,406,250 | ||||||||||
Founder share outstanding | 3,593,750 | |||||||||||
Due to related parties | $ 73,795 | $ 56,266 | 73,795 | $ 56,266 | ||||||||
Maximum [Member] | ||||||||||||
Founder shares outstanding | 5,000,000 | 5,000,000 | ||||||||||
Minimum [Member] | ||||||||||||
Founder shares outstanding | 3,593,750 | |||||||||||
Founder share outstanding | 3,593,750 | |||||||||||
Founder Shares [Member] | ||||||||||||
Founder shares amount | $ 25,000 | |||||||||||
Price per share (in Dollars per share) | $ 0.005 | $ 0.005 | ||||||||||
Founder shares subject to forfeiture | 468,750 | 468,750 | 468,750 | |||||||||
Sponsor [Member] | ||||||||||||
Related party tax expense, due to affiliates, deferred | $ 73,795 | |||||||||||
Common Class B [Member] | ||||||||||||
Ordinary shares issued | 5,000,000 | |||||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Ordinary shares issued (in Shares) | $ 5,000,000 |
SCHEDULE OF BASIC AND DILUTED_2
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE (Details) (Parenthetical) - Agrico Acquisition Corp [Member] - shares | 3 Months Ended | |
Apr. 09, 2021 | Mar. 31, 2022 | |
Shares subject to forfeiture | 468,750 | |
Founder shares | 1,406,250 | |
Number of founder shares outstanding | 5,000,000 | |
Founder of shares outstanding | 3,593,750 |
SCHEDULE OF FAIR VALUE ON A REC
SCHEDULE OF FAIR VALUE ON A RECURRING BASIS (Details) | Mar. 31, 2022 USD ($) |
Fair Value, Inputs, Level 1 [Member] | Agrico Acquisition Corp [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Marketable securities held in Trust Account | $ 146,651,498 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 30, 2022 | Jul. 12, 2021 | Apr. 09, 2021 | Jan. 25, 2021 | |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 72,400,000 | 72,400,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares, outstanding | 14,572,650 | 18,946,567 | 21,377,828 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||||||||
Common Stock, Shares, Issued | 14,572,650 | 18,946,567 | 21,377,828 | ||||||
Agrico Acquisition Corp [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Ordinary shares, shares issued | 0 | 3,593,750 | |||||||
Ordinary shares subject to possible redemption | $ 146,625,000 | ||||||||
Ordinary shares, shares outstanding | 0 | 3,593,750 | |||||||
Public warrants | 7,187,500 | 7,187,500 | |||||||
Private placement warrants outstanding shares | 7,250,000 | 7,250,000 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.01 | $ 0.01 | |||||||
Description of warrants for redemption | the Class A ordinary shares equals or exceeds $18.00 per share | the Class A ordinary shares equals or exceeds $18.00 per share | |||||||
Agrico Acquisition Corp [Member] | Business Combination [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Business acquisition description of acquired entity | In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |||||||
Agrico Acquisition Corp [Member] | Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, shares issued | 0 | 143,750 | |||||||
Common stock, shares, outstanding | 143,750 | 0 | 143,750 | ||||||
Ordinary shares subject to possible redemption | $ 14,375,000 | $ 14,375,000 | $ 0 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 11.50 | |||||||
Common Stock, Shares, Issued | 143,750 | 0 | 143,750 | ||||||
Agrico Acquisition Corp [Member] | Common Class A [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued | 143,750 | 143,750 | |||||||
Agrico Acquisition Corp [Member] | Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares, outstanding | 3,593,750 | 0 | 3,593,750 | ||||||
Shares issued | 5,000,000 | ||||||||
Forfeited shares | 468,750 | 1,406,250 | |||||||
Sale of stock, percentage of ownership before transaction | 20% | 20% | |||||||
Common Stock, Shares, Issued | 3,593,750 | 0 | 3,593,750 | ||||||
Agrico Acquisition Corp [Member] | Common Class B [Member] | Maximum [Member] | Founder Shares [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares, outstanding | 5,000,000 | ||||||||
Agrico Acquisition Corp [Member] | Common Class B [Member] | Minimum [Member] | Founder Shares [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares, outstanding | 3,593,750 |