UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 1, 2023
Kalera Public Limited Company
(Exact name of registrant as specified in its charter)
| Republic of Ireland | | 001-41439 | | Not Applicable |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
Kalera Public Limited Company
7455 Emerald Dunes Dr., Suite 2100
Orlando, FL, 32822
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +1 407 559 5536
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Ordinary Shares, $0.0001 par value | | KAL | | The Nasdaq Stock Market LLC |
| | | | | |
| Warrants, each whole warrant exercisable for one Ordinary Share for $1,150 per share | | KALWW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 1, 2023, Maria Sastre and Umur Hursever notified the Board of Directors (the “Board”) of Kalera plc, a public limited company incorporated under the laws of the Republic of Ireland (the “Company”), that they will be tendering their resignation as a directors of the Company and as members of its Audit Committee and Talent and Compensation Committee (of which Ms. Sastre was also the Chair) on such date, to be effective immediately. Ms. Sastre and Mr. Hurserver were first appointed to the Board in May 2022. Their decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices (financial or otherwise).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | KALERA PUBLIC LIMITED COMPANY |
| Dated: January 4, 2023 | | |
| | By: | /s/ Curtis McWilliams |
| | Name: | Curtis McWilliams |
| | Title: | Director |
