COVER
COVER | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | Kalera Public Limited Company |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
Entity Central Index Key | 0001909152 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Cash and cash equivalents | $ 5,458 | $ 16,146 | $ 113,353 | ||
Trade receivables, net | 996 | 795 | 157 | ||
Inventory | 1,348 | 1,190 | 104 | ||
Prepaid expenses and other current assets | 3,244 | 2,960 | 330 | ||
Total current assets | 11,046 | 21,091 | 113,944 | ||
Property, plant, and equipment, net | 140,442 | 128,162 | 28,506 | ||
Operating lease right-of-use assets | 54,683 | 55,276 | 7,462 | $ 3,333 | |
Goodwill | 67,131 | 68,421 | 156 | ||
Intangible assets, net | 71,019 | 72,371 | 530 | ||
Equity method investment | 1,267 | 1,322 | 0 | ||
Other non-current assets | 3,637 | 3,353 | 3,148 | ||
Total assets | 349,225 | 349,996 | 153,746 | ||
Current liabilities: | |||||
Accounts payable | 10,798 | 10,421 | 178 | ||
Operating lease liabilities | 3,760 | 1,618 | 131 | ||
Accrued salaries and wages | 353 | 717 | 243 | ||
Accrued expenses | 1,506 | 1,964 | 793 | ||
Total current liabilities | 26,892 | 14,720 | 1,345 | ||
Other non-current liabilities | 617 | 662 | 62 | ||
Non-current operating lease liabilities | 55,349 | 57,717 | 7,625 | ||
Deferred tax liability | 7,692 | 8,447 | 0 | ||
Asset retirement obligations | 1,590 | 1,527 | 588 | ||
Total liabilities | 99,038 | 83,073 | 9,620 | ||
Commitments and contingencies | |||||
Shareholders' equity: | |||||
Common stock, $.001 par, 209,354,819 and 161,024,239 authorized, issued and outstanding, respectively | 206 | 206 | 194 | ||
Additional paid in capital | 331,682 | 330,870 | 166,859 | ||
Accumulated other comprehensive loss | (2,777) | (1,547) | (22,549) | ||
Accumulated deficit | (78,924) | (62,606) | (378) | ||
Total shareholders' equity | 250,187 | 266,923 | $ 177,035 | 144,126 | $ 8,249 |
Total liabilities and shareholders' equity | $ 349,225 | $ 349,996 | $ 153,746 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 209,354,819 | 209,354,819 | 161,024,239 |
Common stock, shares issued (in shares) | 209,354,819 | 209,354,819 | 161,024,239 |
Common stock, shares outstanding (in shares) | 209,354,819 | 209,354,819 | 161,024,239 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,477 | $ 339 | $ 2,855 | $ 887 |
Cost of goods sold (exclusive of depreciation and amortization shown separately below) | (5,008) | (943) | (9,634) | (1,935) |
Selling, general, and administrative expenses | (10,400) | (5,280) | (28,621) | (6,467) |
Depreciation and amortization | (2,553) | (168) | (4,009) | (967) |
Impairment loss | (1,051) | 0 | ||
Operating loss | (16,484) | (6,052) | (40,460) | (8,482) |
Interest expense, net | (229) | 155 | (1,634) | (503) |
Other expense | (335) | 0 | 780 | 328 |
Loss from operations before income tax | (17,048) | (5,897) | (41,314) | (8,657) |
Income tax benefit | 755 | 0 | 1,331 | 0 |
Loss before equity in net loss of affiliate | (16,293) | (5,897) | (39,983) | (8,657) |
Equity in net loss of affiliate | 25 | 0 | 74 | 0 |
Net loss | (16,318) | (5,897) | (40,057) | (8,657) |
Currency translation adjustments | (1,230) | 0 | (1,169) | (378) |
Comprehensive loss | $ (17,548) | $ (5,897) | $ (41,226) | $ (9,035) |
Net loss per share - basic (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) |
Net loss per share - diluted (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) |
Weighted average common shares outstanding - basic (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 |
Weighted average common shares outstanding - diluted (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2019 | 68,433,478 | ||||
Beginning balance at Dec. 31, 2019 | $ 8,249 | $ 98 | $ 22,043 | $ (13,892) | $ 0 |
Increase (Decrease) in Stockholders' Deficit | |||||
Issuance of shares (in shares) | 86,324,999 | ||||
Issuance of shares | 140,619 | $ 95 | 140,524 | ||
Conversion of loan to common stock (in shares) | 6,265,762 | ||||
Conversion of loan to common stock | 3,297 | $ 1 | 3,296 | ||
Share-based compensation expense | 996 | 996 | |||
Net loss | (8,657) | (8,657) | |||
Currency translation adjustments | $ (378) | (378) | |||
Ending balance (in shares) at Dec. 31, 2020 | 161,024,239 | 161,024,239 | |||
Ending balance at Dec. 31, 2020 | $ 144,126 | $ 194 | 166,859 | (22,549) | (378) |
Increase (Decrease) in Stockholders' Deficit | |||||
Issuance of shares (in shares) | 39,005,000 | ||||
Issuance of shares | 37,378 | $ 7 | 37,371 | ||
Share-based compensation expense | 1,428 | 1,428 | |||
Net loss | (5,897) | (5,897) | |||
Currency translation adjustments | 0 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 200,029,239 | ||||
Ending balance at Mar. 31, 2021 | $ 177,035 | $ 201 | 205,658 | (28,446) | (378) |
Beginning balance (in shares) at Dec. 31, 2020 | 161,024,239 | 161,024,239 | |||
Beginning balance at Dec. 31, 2020 | $ 144,126 | $ 194 | 166,859 | (22,549) | (378) |
Increase (Decrease) in Stockholders' Deficit | |||||
Issuance of shares (in shares) | 48,330,580 | ||||
Issuance of shares | 161,458 | $ 12 | 161,446 | ||
Share-based compensation expense | 2,565 | 2,565 | |||
Net loss | (40,057) | (40,057) | |||
Currency translation adjustments | $ (1,169) | (1,169) | |||
Ending balance (in shares) at Dec. 31, 2021 | 209,354,819 | 209,354,819 | |||
Ending balance at Dec. 31, 2021 | $ 266,923 | $ 206 | 330,870 | (62,606) | (1,547) |
Increase (Decrease) in Stockholders' Deficit | |||||
Share-based compensation expense | 812 | 812 | |||
Net loss | (16,318) | (16,318) | |||
Currency translation adjustments | $ (1,230) | (1,230) | |||
Ending balance (in shares) at Mar. 31, 2022 | 209,354,819 | 209,354,819 | |||
Ending balance at Mar. 31, 2022 | $ 250,187 | $ 206 | $ 331,682 | $ (78,924) | $ (2,777) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flow - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows - operating activities | ||
Net loss | $ (40,057) | $ (8,657) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,009 | 560 |
Non-cash lease expense | 3,435 | 407 |
Share-based compensation expense | 2,565 | 996 |
Impairment loss | 1,051 | 0 |
Deferred income tax benefit | (1,331) | 0 |
Equity in net loss of affiliate | 74 | 0 |
Gain from insurance recovery | (650) | 0 |
Gain on forgiveness of debt | 0 | (328) |
Inventory write down | 6,475 | 1,828 |
Changes in assets and liabilities: | ||
Inventory | (7,551) | (1,932) |
Prepaid expenses and other current assets | (2,056) | (250) |
Trade receivables | 422 | (150) |
Other non-current assets | (205) | (2,838) |
Account payables and accrued expenses | 8,988 | 734 |
Net cash used in operating activities | (24,830) | (9,630) |
Cash flows - investing activities | ||
Insurance proceeds | 650 | 0 |
Purchases of property, plant, and equipment | (82,863) | (20,846) |
Purchases of licenses and software for developed technology | (583) | 0 |
Acquisitions of businesses, net of cash acquired | (49,722) | 0 |
Net cash used in investing activities | (132,518) | (20,846) |
Cash flows - financing activities | ||
Net proceeds from issuance of common stock | 61,696 | 140,619 |
Proceeds from loan facility | 34,000 | 0 |
Payment on loan facility | (34,000) | 0 |
Proceeds from forgivable loan | 0 | 328 |
Repayment on operating lease liabilities | (457) | (507) |
Net cash provided by financing activities | 61,239 | 140,440 |
Net decrease in cash and cash equivalents | (96,110) | 109,964 |
Cash and cash equivalents at beginning of period | 113,353 | 3,395 |
Effect of exchange rate changes on cash and cash equivalents | (1,097) | (6) |
Cash and cash equivalents at end of period | 16,146 | 113,353 |
Supplemental disclosures of cash flow information: | ||
Increase in property and equipment resulting from capitalizing asset retirement obligations | 889 | 334 |
Shares issued in exchange for businesses acquired | 99,762 | 0 |
Total supplemental disclosures of cash flow information | 100,651 | 606 |
Supplemental disclosures of non-cash financing activities: | ||
Conversion of convertible loan to common stock | 0 | 3,297 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 1,800 | $ 272 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 5,458 | $ 16,146 |
Trade receivables, net | 996 | 795 |
Inventory | 1,348 | 1,190 |
Prepaid expenses and other current assets | 3,244 | 2,960 |
Total current assets | 11,046 | 21,091 |
Property, plant, and equipment, net | 140,442 | 128,162 |
Operating lease right-of-use assets | 54,683 | 55,276 |
Goodwill | 67,131 | 68,421 |
Intangible assets, net | 71,019 | 72,371 |
Equity method investment | 1,267 | 1,322 |
Other non-current assets | 3,637 | 3,353 |
Total assets | 349,225 | 349,996 |
Current liabilities: | ||
Accounts payable | 10,798 | 10,421 |
Financing obligation | 424 | 0 |
Operating lease liabilities | 3,760 | 1,618 |
Accrued salaries and wages | 353 | 717 |
Accrued expenses | 1,506 | 1,964 |
Convertible debt | 10,051 | 0 |
Total current liabilities | 26,892 | 14,720 |
Other non-current liabilities | 617 | 662 |
Non-current operating lease liabilities | 55,349 | 57,717 |
Non-current financing obligation | 6,898 | 0 |
Deferred tax liability | 7,692 | 8,447 |
Asset retirement obligations | 1,590 | 1,527 |
Total liabilities | 99,038 | 83,073 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock, $0.001 par, 209,354,819 authorized, issued & outstanding | 206 | 206 |
Additional paid in capital | 331,682 | 330,870 |
Accumulated other comprehensive loss | (2,777) | (1,547) |
Accumulated deficit | (78,924) | (62,606) |
Total shareholders' equity | 250,187 | 266,923 |
Total liabilities and shareholders' equity | $ 349,225 | $ 349,996 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 209,354,819 | 209,354,819 | 161,024,239 |
Common stock, shares issued (in shares) | 209,354,819 | 209,354,819 | 161,024,239 |
Common stock, shares outstanding (in shares) | 209,354,819 | 209,354,819 | 161,024,239 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,477 | $ 339 | $ 2,855 | $ 887 |
Cost of goods sold (exclusive of depreciation and amortization shown separately below) | (5,008) | (943) | (9,634) | (1,935) |
Selling, general, and administrative expenses | (10,400) | (5,280) | (28,621) | (6,467) |
Depreciation and amortization | (2,553) | (168) | (4,009) | (967) |
Operating loss | (16,484) | (6,052) | (40,460) | (8,482) |
Interest expense, net | (229) | 155 | (1,634) | (503) |
Other expense | (335) | 0 | 780 | 328 |
Loss from operations before income tax | (17,048) | (5,897) | (41,314) | (8,657) |
Income tax benefit | 755 | 0 | 1,331 | 0 |
Loss before equity in net loss of affiliate | (16,293) | (5,897) | (39,983) | (8,657) |
Equity in net loss of affiliate | 25 | 0 | 74 | 0 |
Net loss | (16,318) | (5,897) | (40,057) | (8,657) |
Currency translation adjustments | (1,230) | 0 | (1,169) | (378) |
Comprehensive loss | $ (17,548) | $ (5,897) | $ (41,226) | $ (9,035) |
Net loss per share - basic (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) |
Net loss per share - diluted (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) |
Weighted average common shares outstanding - basic (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 |
Weighted average common shares outstanding - diluted (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2019 | 68,433,478 | ||||
Beginning balance at Dec. 31, 2019 | $ 8,249 | $ 98 | $ 22,043 | $ (13,892) | $ 0 |
Increase (Decrease) in Stockholders' Deficit | |||||
Issuance of shares (in shares) | 86,324,999 | ||||
Issuance of shares | 140,619 | $ 95 | 140,524 | ||
Share-based compensation expense | 996 | 996 | |||
Net loss | (8,657) | (8,657) | |||
Currency translation adjustments | $ (378) | (378) | |||
Ending balance (in shares) at Dec. 31, 2020 | 161,024,239 | 161,024,239 | |||
Ending balance at Dec. 31, 2020 | $ 144,126 | $ 194 | 166,859 | (22,549) | (378) |
Increase (Decrease) in Stockholders' Deficit | |||||
Issuance of shares (in shares) | 39,005,000 | ||||
Issuance of shares | 37,378 | $ 7 | 37,371 | ||
Share-based compensation expense | 1,428 | 1,428 | |||
Net loss | (5,897) | (5,897) | |||
Currency translation adjustments | 0 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 200,029,239 | ||||
Ending balance at Mar. 31, 2021 | $ 177,035 | $ 201 | 205,658 | (28,446) | (378) |
Beginning balance (in shares) at Dec. 31, 2020 | 161,024,239 | 161,024,239 | |||
Beginning balance at Dec. 31, 2020 | $ 144,126 | $ 194 | 166,859 | (22,549) | (378) |
Increase (Decrease) in Stockholders' Deficit | |||||
Issuance of shares (in shares) | 48,330,580 | ||||
Issuance of shares | 161,458 | $ 12 | 161,446 | ||
Share-based compensation expense | 2,565 | 2,565 | |||
Net loss | (40,057) | (40,057) | |||
Currency translation adjustments | $ (1,169) | (1,169) | |||
Ending balance (in shares) at Dec. 31, 2021 | 209,354,819 | 209,354,819 | |||
Ending balance at Dec. 31, 2021 | $ 266,923 | $ 206 | 330,870 | (62,606) | (1,547) |
Increase (Decrease) in Stockholders' Deficit | |||||
Share-based compensation expense | 812 | 812 | |||
Net loss | (16,318) | (16,318) | |||
Currency translation adjustments | $ (1,230) | (1,230) | |||
Ending balance (in shares) at Mar. 31, 2022 | 209,354,819 | 209,354,819 | |||
Ending balance at Mar. 31, 2022 | $ 250,187 | $ 206 | $ 331,682 | $ (78,924) | $ (2,777) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows - operating activities | ||
Net loss | $ (16,318) | $ (5,897) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,553 | 168 |
Non-cash lease expense | 888 | 511 |
Non-cash interest expense | 51 | 0 |
Share-based compensation expense | 812 | 1,428 |
Loss on sale of assets | 194 | 0 |
Deferred income tax benefit | (755) | 0 |
Equity in net loss of affiliate | 55 | 0 |
Changes in assets and liabilities: | ||
Inventory | (158) | (195) |
Prepaid expenses and other current assets | (284) | (1,667) |
Trade receivables | (201) | (78) |
Other non-current assets | (284) | (125) |
Account payables and accrued expenses | (745) | 3,918 |
Net cash used in operating activities | (14,192) | (1,937) |
Cash flows - investing activities | ||
Purchases of property, plant, and equipment | (14,636) | (15,434) |
Payment for acquisition, net of cash acquired | 0 | (14,213) |
Net cash used in investing activities | (14,636) | (29,647) |
Cash flows - financing activities | ||
Net proceeds from issuance of common stock | 0 | 29,158 |
Proceeds from issuance of convertible debt | 10,000 | 0 |
Proceeds from sale of property, plant and equipment for failed sale-leaseback | 8,080 | 0 |
Net cash provided by financing activities | 18,080 | 29,158 |
Net decrease in cash and cash equivalents | (10,748) | (2,426) |
Cash and cash equivalents at beginning of period | 16,146 | 113,353 |
Effect of exchange rate changes on cash and cash equivalents | 60 | 0 |
Cash and cash equivalents at end of period | $ 5,458 | $ 110,927 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 16,146,000 | $ 113,353,000 |
Prepaid expenses | 2,960,000 | 330,000 |
Total current assets | 21,091,000 | 113,944,000 |
Total assets | 349,996,000 | 153,746,000 |
Liabilities and shareholders’ equity | ||
Total current liabilities | 14,720,000 | 1,345,000 |
Total liabilities | 83,073,000 | 9,620,000 |
Commitments and Contingencies (Note 6) | ||
Shareholders’ Deficit: | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 143,750 and no shares issued and outstanding as of December 31, 2021 and 2020, respectively (excluding 14,375,000 and no shares subject to redemption as of December 31, 2021 and 2020, respectively) | 206,000 | 194,000 |
Additional paid in capital | 330,870,000 | 166,859,000 |
Accumulated deficit | (62,606,000) | (378,000) |
Total shareholders' equity | 266,923,000 | 144,126,000 |
Total liabilities and shareholders' equity | 349,996,000 | 153,746,000 |
Agrico Acquisition Corp. | ||
Assets | ||
Cash | 664,428 | 0 |
Prepaid expenses | 6,083 | |
Total current assets | 670,511 | 0 |
Cash and marketable securities held in Trust Account | 146,644,675 | 0 |
Deferred offering costs | 0 | 96,594 |
Total assets | 147,315,186 | 96,594 |
Liabilities and shareholders’ equity | ||
Accrued offering costs and expenses | 129,068 | 50,000 |
Due to related party | 73,795 | 56,266 |
Total current liabilities | 202,863 | 106,266 |
Deferred underwriters’ fee | 5,031,250 | 0 |
Total liabilities | 5,234,113 | 106,266 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 14,375,000 Class A ordinary shares at redemption value of $10.20 per share | 146,625,000 | 0 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 143,750 and no shares issued and outstanding as of December 31, 2021 and 2020, respectively (excluding 14,375,000 and no shares subject to redemption as of December 31, 2021 and 2020, respectively) | 14 | 0 |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 issued and outstanding as of March 31, 2022 and December 31, 2021 | 359 | 0 |
Accumulated deficit | (4,544,300) | (9,672) |
Total shareholders' equity | (4,543,927) | (9,672) |
Total liabilities and shareholders' equity | $ 147,315,186 | $ 96,594 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 209,354,819 | 161,024,239 |
Common stock, shares issued (in shares) | 209,354,819 | 161,024,239 |
Common stock, shares outstanding (in shares) | 209,354,819 | 161,024,239 |
Agrico Acquisition Corp. | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares authorized (in shares) | 1,000,000 | 1,000,000 |
Class A Ordinary Shares | Agrico Acquisition Corp. | ||
Ordinary shares, subject to possible redemption (in shares) | 14,375,000 | |
Redemption value per share (in dollars per share) | $ 10.20 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 143,750 | 0 |
Common stock, shares outstanding (in shares) | 143,750 | 0 |
Class A Ordinary shares subject to redemption (in shares) | 14,375,000 | 0 |
Class B Ordinary Shares | Agrico Acquisition Corp. | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 3,593,750 | 0 |
Common stock, shares outstanding (in shares) | 3,593,750 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Operating loss | $ (16,484,000) | $ (6,052,000) | $ (40,460,000) | $ (8,482,000) | ||||
Other income: | ||||||||
Basic net loss per share (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) | ||||
Diluted net loss per share (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) | ||||
Agrico Acquisition Corp. | ||||||||
General and administrative costs | $ 386,364 | $ 0 | $ 9,672 | $ 392,649 | ||||
Operating loss | (386,364) | 0 | (9,672) | (392,649) | ||||
Other income: | ||||||||
Interest earned on cash and marketable securities held in Trust Account | 6,823 | 0 | 0 | 19,675 | ||||
Total other income | 6,823 | 0 | 0 | 19,675 | ||||
Net loss | $ (379,541) | $ 0 | $ (9,672) | $ (372,974) | ||||
Weighted average shares outstanding of Class A ordinary shares (in shares) | 14,518,750 | 0 | 0 | 6,881,490,000 | ||||
Basic and diluted weighted average Class B ordinary shares outstanding (in shares) | 3,593,750 | [1] | 2,291,667 | [1] | 0 | 3,141,695,000 | ||
Class A Ordinary Shares | Agrico Acquisition Corp. | ||||||||
Other income: | ||||||||
Basic net loss per share (in dollars per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ (0.04) | |||
Diluted net loss per share (in dollars per share) | (0.02) | 0 | 0 | 0 | (0.04) | |||
Class B Ordinary Shares | Agrico Acquisition Corp. | ||||||||
Other income: | ||||||||
Basic net loss per share (in dollars per share) | (0.02) | 0 | 0 | 0 | (0.04) | |||
Diluted net loss per share (in dollars per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ (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. |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT - USD ($) | Total | Agrico Acquisition Corp. | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Agrico Acquisition Corp. | Accumulated Deficit | Accumulated Deficit Agrico Acquisition Corp. | Class A Common Stock Agrico Acquisition Corp. | Class B Common Stock Agrico Acquisition Corp. |
Beginning balance at Dec. 31, 2019 | $ 8,249,000 | $ 98,000 | $ 22,043,000 | $ (13,892,000) | |||||
Issuance of Class B ordinary shares to Sponsor (Note 5) (in shares) | 86,324,999 | ||||||||
Issuance of Class B ordinary shares to Sponsor (Note 5) | 140,619,000 | $ 95,000 | 140,524,000 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Ending balance at Dec. 31, 2020 | 144,126,000 | $ (9,672) | 194,000 | 166,859,000 | $ 0 | (22,549,000) | $ (9,672) | $ 0 | |
Beginning balance (in shares) at Jul. 31, 2020 | 0 | 0 | |||||||
Beginning balance at Jul. 31, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | ||||
Net loss | (9,672) | (9,672) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Ending balance at Dec. 31, 2020 | 144,126,000 | (9,672) | $ 194,000 | 166,859,000 | 0 | (22,549,000) | (9,672) | $ 0 | |
Issuance of Class B ordinary shares to Sponsor (Note 5) (in shares) | 39,005,000 | 3,593,750 | |||||||
Issuance of Class B ordinary shares to Sponsor (Note 5) | 37,378,000 | 25,000 | $ 7,000 | 37,371,000 | 24,641 | $ 359 | |||
Ending balance (in shares) at Mar. 31, 2021 | 3,593,750 | ||||||||
Ending balance at Mar. 31, 2021 | 177,035,000 | 15,328 | 201,000 | 205,658,000 | 24,641 | (28,446,000) | (9,672) | $ 359 | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Beginning balance at Dec. 31, 2020 | 144,126,000 | (9,672) | $ 194,000 | 166,859,000 | 0 | (22,549,000) | (9,672) | $ 0 | |
Issuance of Class B ordinary shares to Sponsor (Note 5) (in shares) | 48,330,580 | 3,593,750 | |||||||
Issuance of Class B ordinary shares to Sponsor (Note 5) | 161,458,000 | 25,000 | $ 12,000 | 161,446,000 | 24,641 | $ 359 | |||
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 (in shares) | 143,750 | ||||||||
Issuance of non-redeemable representative shares | 1,437,500 | 1,437,486 | $ 14 | ||||||
Re-measurement of Class A ordinary shares carrying value to redemption value | (17,824,049) | (13,662,395) | (4,161,654) | ||||||
Net loss | (372,974) | (372,974) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 143,750 | 3,593,750 | |||||||
Ending balance at Dec. 31, 2021 | 266,923,000 | (4,543,927) | 206,000 | 330,870,000 | $ 0 | (62,606,000) | (4,544,300) | $ 14 | $ 359 |
Net loss | (379,541) | (379,541) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 143,750 | 3,593,750 | |||||||
Ending balance at Mar. 31, 2022 | $ 250,187,000 | $ (4,923,468) | $ 206,000 | $ 331,682,000 | $ (78,924,000) | $ (4,923,841) | $ 14 | $ 359 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows - operating activities | ||
Net loss | $ (40,057,000) | |
Changes in operating assets and liabilities: | ||
Net cash used in operating activities | (24,830,000) | |
Cash Flows from Investing Activities: | ||
Net cash used in investing activities | (132,518,000) | |
Cash flows - financing activities | ||
Net cash provided by financing activities | 61,239,000 | |
Net decrease in cash and cash equivalents | (96,110,000) | |
Cash and cash equivalents at beginning of period | 113,353,000 | |
Cash and cash equivalents at end of period | $ 113,353,000 | 16,146,000 |
Agrico Acquisition Corp. | ||
Cash flows - operating activities | ||
Net loss | (9,672) | (372,974) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Formation costs paid by related party | 9,672 | 0 |
Interest earned on cash and investments held in trust account | 0 | (19,675) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (6,083) |
Due to related party | 0 | 73,795 |
Accrued offering costs and expenses | 0 | 79,068 |
Net cash used in operating activities | 0 | (245,869) |
Cash Flows from Investing Activities: | ||
Cash invested in Trust Account | 0 | (146,625,000) |
Net cash used in investing activities | 0 | (146,625,000) |
Cash flows - financing activities | ||
Proceeds from initial public offering, net of underwriting discount | 0 | 140,875,000 |
Proceeds from sale of private placement warrants | 0 | 7,250,000 |
Proceeds from issuance of promissory note to related party | 0 | 25,000 |
Payment of offering costs | 0 | (443,347) |
Payment of promissory note to related party | (171,356) | |
Net cash provided by financing activities | 0 | 147,535,297 |
Net decrease in cash and cash equivalents | 0 | 664,428 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 664,428 |
Supplemental disclosures of cash flow information: | ||
Issuance of Class B ordinary shares to Sponsor in exchange for due to related party | 0 | 25,000 |
Offering costs | 48,262 | 146,356 |
Issuance of shares to underwriter representative | 0 | 1,437,500 |
Initial Classification of Class A ordinary shares subject to possible redemption | 0 | 146,625,000 |
Deferred underwriting commissions payable charged to accumulated deficit | $ 0 | $ 5,031,250 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Cash | $ 5,458,000 | $ 16,146,000 | $ 113,353,000 |
Prepaid expenses | 3,244,000 | 2,960,000 | 330,000 |
Assets, Current | 11,046,000 | 21,091,000 | 113,944,000 |
Total assets | 349,225,000 | 349,996,000 | 153,746,000 |
Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | |||
Total current liabilities | 26,892,000 | 14,720,000 | 1,345,000 |
Total liabilities | 99,038,000 | 83,073,000 | 9,620,000 |
Commitments and contingencies | |||
Shareholders’ Deficit: | |||
Common stock, $0.001 par, 209,354,819 authorized, issued & outstanding | 206,000 | 206,000 | 194,000 |
Additional paid in capital | 331,682,000 | 330,870,000 | 166,859,000 |
Accumulated deficit | (78,924,000) | (62,606,000) | (378,000) |
Total shareholders' equity | 250,187,000 | 266,923,000 | 144,126,000 |
Total liabilities and shareholders' equity | 349,225,000 | 349,996,000 | 153,746,000 |
Agrico Acquisition Corp. | |||
Assets | |||
Cash | 288,426 | 664,428 | 0 |
Prepaid expenses | 52,365 | 6,083 | |
Assets, Current | 340,791 | 670,511 | 0 |
Cash and marketable securities held in Trust Account | 146,651,498 | 146,644,675 | 0 |
Total assets | 146,992,289 | 147,315,186 | 96,594 |
Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | |||
Accrued offering costs and expenses | 259,507 | 129,068 | 50,000 |
Due to related party | 0 | 73,795 | |
Total current liabilities | 259,507 | 202,863 | 106,266 |
Deferred underwriters’ fee | 5,031,250 | 5,031,250 | 0 |
Total liabilities | 5,290,757 | 5,234,113 | 106,266 |
Commitments and contingencies | |||
Class A ordinary shares subject to possible redemption, 14,375,000 Class A ordinary shares at redemption value of $10.20 per share | 146,625,000 | 146,625,000 | 0 |
Shareholders’ Deficit: | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 |
Common stock, $0.001 par, 209,354,819 authorized, issued & outstanding | 14 | 14 | 0 |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 issued and outstanding as of March 31, 2022 and December 31, 2021 | 359 | 359 | 0 |
Accumulated deficit | (4,923,841) | (4,544,300) | (9,672) |
Total shareholders' equity | (4,923,468) | (4,543,927) | (9,672) |
Total liabilities and shareholders' equity | $ 146,992,289 | $ 147,315,186 | $ 96,594 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 209,354,819 | 209,354,819 |
Common stock, shares issued (in shares) | 209,354,819 | 209,354,819 |
Common stock, shares outstanding (in shares) | 209,354,819 | 209,354,819 |
Agrico Acquisition Corp. | ||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares issued (in shares) | 0 | 0 |
Preference shares outstanding (in shares) | 0 | 0 |
Class A Ordinary Shares | Agrico Acquisition Corp. | ||
Ordinary shares, subject to possible redemption (in shares) | 14,375,000 | 14,375,000 |
Redemption value per share (in dollars per share) | $ 10.20 | $ 10.20 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 143,750 | 143,750 |
Common stock, shares outstanding (in shares) | 143,750 | 143,750 |
Class B Ordinary Shares | Agrico Acquisition Corp. | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 3,593,750 | 3,593,750 |
Common stock, shares outstanding (in shares) | 3,593,750 | 3,593,750 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Loss from operations | $ 16,484,000 | $ 6,052,000 | $ 40,460,000 | $ 8,482,000 | ||||
Other income: | ||||||||
Basic net loss per share (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) | ||||
Diluted net loss per share (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) | ||||
Agrico Acquisition Corp. | ||||||||
General and administrative costs | $ 386,364 | $ 0 | $ 9,672 | $ 392,649 | ||||
Loss from operations | 386,364 | 0 | 9,672 | 392,649 | ||||
Other income: | ||||||||
Interest earned on cash and marketable securities held in Trust Account | 6,823 | 0 | 0 | 19,675 | ||||
Total other income | 6,823 | 0 | 0 | 19,675 | ||||
Net loss | $ (379,541) | $ 0 | $ (9,672) | $ (372,974) | ||||
Weighted average shares outstanding of Class A ordinary shares (in shares) | 14,518,750 | 0 | 0 | 6,881,490,000 | ||||
Basic and diluted weighted average Class B ordinary shares outstanding (in shares) | 3,593,750 | [1] | 2,291,667 | [1] | 0 | 3,141,695,000 | ||
Class A Ordinary Shares | Agrico Acquisition Corp. | ||||||||
Other income: | ||||||||
Basic net loss per share (in dollars per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ (0.04) | |||
Diluted net loss per share (in dollars per share) | (0.02) | 0 | 0 | 0 | (0.04) | |||
Class B Ordinary Shares | Agrico Acquisition Corp. | ||||||||
Other income: | ||||||||
Basic net loss per share (in dollars per share) | (0.02) | 0 | 0 | 0 | (0.04) | |||
Diluted net loss per share (in dollars per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ (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. |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY - USD ($) | Total | Agrico Acquisition Corp. | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Agrico Acquisition Corp. | Accumulated Deficit | Accumulated Deficit Agrico Acquisition Corp. | Class A Common Stock Agrico Acquisition Corp. | Class B Common Stock Agrico Acquisition Corp. |
Beginning balance at Dec. 31, 2019 | $ 8,249,000 | $ 98,000 | $ 22,043,000 | $ (13,892,000) | |||||
Issuance of Class B ordinary shares to Sponsor (Note 5) (in shares) | 86,324,999 | ||||||||
Issuance of Class B ordinary shares to Sponsor (Note 5) | 140,619,000 | $ 95,000 | 140,524,000 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Ending balance at Dec. 31, 2020 | 144,126,000 | $ (9,672) | 194,000 | 166,859,000 | $ 0 | (22,549,000) | $ (9,672) | $ 0 | |
Beginning balance (in shares) at Jul. 31, 2020 | 0 | 0 | |||||||
Beginning balance at Jul. 31, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | ||||
Net loss | (9,672) | (9,672) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Ending balance at Dec. 31, 2020 | 144,126,000 | (9,672) | $ 194,000 | 166,859,000 | 0 | (22,549,000) | (9,672) | $ 0 | |
Issuance of Class B ordinary shares to Sponsor (Note 5) (in shares) | 39,005,000 | 3,593,750 | |||||||
Issuance of Class B ordinary shares to Sponsor (Note 5) | 37,378,000 | 25,000 | $ 7,000 | 37,371,000 | 24,641 | $ 359 | |||
Ending balance (in shares) at Mar. 31, 2021 | 3,593,750 | ||||||||
Ending balance at Mar. 31, 2021 | 177,035,000 | 15,328 | 201,000 | 205,658,000 | 24,641 | (28,446,000) | (9,672) | $ 359 | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||||||
Beginning balance at Dec. 31, 2020 | 144,126,000 | (9,672) | $ 194,000 | 166,859,000 | 0 | (22,549,000) | (9,672) | $ 0 | |
Issuance of Class B ordinary shares to Sponsor (Note 5) (in shares) | 48,330,580 | 3,593,750 | |||||||
Issuance of Class B ordinary shares to Sponsor (Note 5) | 161,458,000 | 25,000 | $ 12,000 | 161,446,000 | 24,641 | $ 359 | |||
Net loss | (372,974) | (372,974) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 143,750 | 3,593,750 | |||||||
Ending balance at Dec. 31, 2021 | 266,923,000 | (4,543,927) | 206,000 | 330,870,000 | $ 0 | (62,606,000) | (4,544,300) | $ 14 | $ 359 |
Net loss | (379,541) | (379,541) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 143,750 | 3,593,750 | |||||||
Ending balance at Mar. 31, 2022 | $ 250,187,000 | $ (4,923,468) | $ 206,000 | $ 331,682,000 | $ (78,924,000) | $ (4,923,841) | $ 14 | $ 359 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows - operating activities | |||||
Net loss | $ (16,318,000) | $ (5,897,000) | $ (40,057,000) | $ (8,657,000) | |
Changes in operating assets and liabilities: | |||||
Net cash used in operating activities | (14,192,000) | (1,937,000) | (24,830,000) | (9,630,000) | |
Cash flows - financing activities | |||||
Net cash provided by financing activities | 18,080,000 | 29,158,000 | 61,239,000 | 140,440,000 | |
Net decrease in cash and cash equivalents | (10,748,000) | (2,426,000) | (96,110,000) | 109,964,000 | |
Cash and cash equivalents at beginning of period | 16,146,000 | 113,353,000 | 113,353,000 | 3,395,000 | |
Cash and cash equivalents at end of period | 5,458,000 | 110,927,000 | $ 113,353,000 | 16,146,000 | 113,353,000 |
Agrico Acquisition Corp. | |||||
Cash flows - operating activities | |||||
Net loss | (379,541) | 0 | (9,672) | (372,974) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Interest earned on cash and investments held in trust account | (6,823) | 0 | 0 | (19,675) | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (46,282) | 0 | 0 | (6,083) | |
Due to related party | 73,795 | 0 | 0 | 73,795 | |
Accrued offering costs and expenses | 130,439 | 0 | 0 | 79,068 | |
Net cash used in operating activities | (376,002) | 0 | 0 | (245,869) | |
Cash flows - financing activities | |||||
Proceeds from issuance of promissory note to related party | 0 | 25,000 | 0 | 25,000 | |
Net cash provided by financing activities | 0 | 25,000 | 0 | 147,535,297 | |
Net decrease in cash and cash equivalents | (376,002) | 25,000 | 0 | 664,428 | |
Cash and cash equivalents at beginning of period | 664,428 | 0 | 0 | 0 | |
Cash and cash equivalents at end of period | 288,426 | 25,000 | 0 | 664,428 | $ 0 |
Supplemental disclosures of cash flow information: | |||||
Issuance of Class B ordinary shares to Sponsor in exchange for due to related party | 0 | 25,000 | 0 | 25,000 | |
Deferred offering costs included in accrued costs and expenses | 0 | 20,450 | |||
Deferred offering costs paid by Sponsor | $ 0 | $ 57,771 | $ 0 | $ 5,031,250 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kalera AS (“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. Description of Business: Kalera AS (“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 March 31, 2022, the Company has four (4) large scale operating hydroponic farms (“farms” or “production facilities”) within Florida, Georgia, Texas and Kuwait and is building new farms in several locations, including Ohio, Colorado, Washington, Hawaii, Minnesota and Singapore. 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 quarters ended March 31, 2022 and 2021 of $16,318 thousand and $5,897 thousand, respectively, and has an accumulated deficit of $78,924 thousand at March 31, 2022. The Company expects to continue to generate operating losses and consume significant cash resources for the foreseeable future. These operating losses and accumulated deficits raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these unaudited condensed consolidated financial statements are issued, meaning that the Company may be unable to continue operations for the foreseeable future or realize assets and discharge liabilities in the ordinary course of operations. 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 thousand. In addition, during the first quarter of 2022 the Company entered into a convertible bridge financing facility for up to $20,000 thousand with $10,000 thousand currently committed. The Company also entered into a credit agreement with Farm Credit for $30,000 thousand with $20,000 thousand for capital expenditures and $10,000 thousand available for working capital. The Company is 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 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 AS • 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 operating segment for the years ended December 31, 2021 and 2020 that is engaged in the sale and production of hydroponic lettuce and micro-greens. 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 core principle of which is that an entity should recognize 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. 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. For these leases, the Company capitalizes the present value of the minimum lease payments including property taxes and other common area maintenance costs over the lease terms as a right–of–use asset with an offsetting lease liability. The discount rate used to calculate the present value of the minimum lease payments is based on an incremental borrowing rate, which approximates the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term. The lease term includes any non-cancelable period for which the Company has the right to use the asset. Currently, all capitalized leases are classified as operating leases and the Company records lease expense on a straight–line basis over the term of the lease. 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 thousand and $113,353 thousand, respectively, of which $1,824 thousand and $6,097 thousand, respectively, was held at U.S. banks of which approximately $1,305 thousand and $4,072 thousand, respectively, was in excess of the Federal Deposit Insurance Corporation insured limit of $250 thousand per bank. The remaining balance of $14,322 thousand and $107,256 thousand, respectively was held in foreign bank accounts and was not fully insured. 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 thousand was considered adequate at December 31, 2021. There was no allowance for doubtful accounts at December 31, 2020. Interest is typically not charged on past due invoices. Account balances are written-off after collection efforts have been made and the potential recovery is considered remote. 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 thousand and $1,828 thousand for the years ended December 31, 2021 and 2020, respectively. 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 years • Furniture, fittings & equipment: 5 years • Industrial property: 20 years • Vehicles: 6–10 years 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 , which establishes accounting standards for the impairment of long-lived assets such as intangible assets subject to amortization. Long–lived assets are reviewed annually for impairment or as events or changes in business circumstances occur, indicating that the carrying value of the asset may not be recoverable. The estimated cash flows produced by assets or asset groups, are compared to the asset carrying value to determine whether impairment exists. Such estimates involve considerable management judgment and are based upon assumptions about expected future operating performance. As a result, actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance, and economic and competitive conditions. 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 – Other intangible assets are comprised of technology related to vertical farming acquired from Kalera GmbH and Kalera Middle East Holding Ltd and intellectual property related to indoor seed acquired from Vindara Inc during business acquisitions (see Note 6 for additional information on business acquisitions), and licenses and related costs incurred for exclusive access and development of patents owned by Iveron Materials, Inc. Intangible assets are recorded at historical cost and amortized on a straight-line basis beginning on the date the intangible asset is placed into service over the estimated useful lives. Impairment reviews are undertaken annually, or more frequently if events or circumstances indicate potential impairment. Intangible assets are amortized using following useful lives: • Intellectual property: 10 years • Technology: 15 years • Patents, licenses and software development: 10 years 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% and 43% of sales for year ended December 31, 2021 and 2020, respectively. The loss of any of these top five customers could have a significant impact on the Company’s sales and results of operations. 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 thousand and $181 thousand for the years ended December 31, 2021 and 2020, respectively. 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 thousand and $8,657 thousand, respectively, and has an accumulated deficit of $62,606 thousand at December 31, 2021. The Company expects to continue to generate operating losses and consume significant cash resources for the foreseeable future. These operating losses and accumulated deficits raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements are issued, meaning that the Company may be unable to continue operations for the foreseeable future or realize assets and discharge liabilities in the ordinary course of operations. 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 thousand.). In addition, during the first quarter of 2022 the Company entered into a convertible bridge financing facility for up to $20,000 thousand with $10,000 thousand currently committed (see Note 18). 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. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 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. 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. There have been no changes to the Company’s significant accounting policies described in its December 31, 2021 audited consolidated financial statements that have had a material impact on the Company’s condensed consolidated interim financial statements and related notes. 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 March 31, 2022: Kalera AS • Kalera Inc. • Iveron Materials, Inc. • Vindara, Inc. • Kalera GmbH (Germany) • Kalera S.A. (Luxembourg) • Kalera Real Estate Holdings, LLC • Kalera Singapore PTE. LTD. • WAFRA Agriculture for Agriculture Contracting Company - SPC (Kuwait) • Kalera Middle East Holding Ltd (Dubai) 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 assum |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 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. 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 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. In thousands Unaudited March 31, 2022 December 31, 2021 Raw materials and supplies $ 423 $ 456 Work in process 233 76 Finished goods 692 658 Total inventories $ 1,348 $ 1,190 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consists of the following: 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 thousand and $523 thousand, respectively. 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 thousand prior to any insurance reimbursements. During 2021, the Company received approximately $650 thousand in proceeds from its insurance carrier. The Company expects to recover the remaining amount of the loss from its insurance carrier during the year ended December 31, 2021 Property, plant and equipment, net, consists of the following: In thousands Unaudited March 31, 2022 December 31, 2021 Production facilities $ 63,823 $ 53,590 Furniture, fittings & equipment 5,337 5,223 Industrial property — 3,659 Vehicles 402 244 Assets under construction 74,902 68,207 Less: accumulated depreciation (4,022) (2,761) Total property, plant and equipment, net $ 140,442 $ 128,162 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | 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 thousand and $796 thousand for the years ended December 31, 2021 and 2020, respectively. Most space leased for vertical farming production have initial lease terms of up to ten years with two optional renewal periods each of five years. The lease agreements do not contain residual value guarantees. The Company anticipates renewing these leases for both renewal option periods. 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 years ended December 31, 2021 and 2020, the weighted average incremental borrowing rate for the leases is 7.67% and 9.14%, respectively and the weighted average lease term is 18.69 years and 17.7 years, respectively. Future minimum lease payments as of December 31, 2021 are as follows: December 31, In thousands 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: 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: 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 finance leases at March 31, 2022 and 2021, respectively. Future minimum lease payments as of March 31, 2022 are as follows: In thousands Remainder of 2022 $ 3,760 2023 5,102 2024 5,196 2025 5,284 2026 5,363 Thereafter 86,214 Total undiscounted operating lease payments 110,919 Less: Imputed interest (51,810) Present value of total operating leases $ 59,109 |
GOODWILL AND BUSINESS ACQUISITI
GOODWILL AND BUSINESS ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
GOODWILL AND BUSINESS ACQUISITIONS | GOODWILL AND BUSINESS ACQUISITIONS Vindara Acquisition The Company purchased 100% of the outstanding equity of Vindara Inc. (“Vindara”) on March 10, 2021 for a purchase price of $22,629 thousand, net of cash acquired. Vindara is a leader in seed development for indoor farming facilities. This vertical integration acquisition is expected to generate both significant operational synergies and product expansion capabilities for the Company. The results of Vindara’s operations as of and after the date of the acquisition 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 acquisition related costs of $300 thousand in connection with this acquisition recorded within selling, general and administrative expenses in the consolidated statements of operations. This goodwill is assigned to the whole Company and is not deductible for tax purposes. The expected economic life of the acquired identifiable assets is ten years. Since being acquired, total expenses of $950 thousand from Vindara have been included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. Vindara did not generate any revenues for the year ended December 31, 2021. The purchase price of $22,592 thousand, net of cash of $37 thousand was paid in cash for $14,213 thousand and $8,379 thousand in shares were issued as consideration. The fair value of the shares of common stock issued reflects a discount for lack of marketability (“DLOM”) given the restriction on sale of the shares by the sellers for a minimum period of time following the close of the acquisition. 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: ASSETS ACQUIRED Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 2,847 FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 Supplemental Unaudited Pro-forma Informatio n 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 thousand and 887 thousand, respectively. Pro-forma unaudited consolidated net loss for the Company for the twelve-month period ended December 31, 2021 and 2020 including Vindara, would have been approximately $40,122 thousand and $9,717 thousand, respectively. &ever GmbH Acquisition The Company acquired 100% of the outstanding equity of &ever GmbH (“&ever”) on October 1, 2021 (“&ever Acquisition”). &ever focuses on the highly automated production of baby leaf products including spinach, arugula and cilantro using proprietary technology and operations, enabling output of various scale from in-store grow-towers to mega-farms. This transaction represents the first instance of consolidation between vertical farmers and combines a leader in plant science and unit economics for full head leafy greens with a leader in baby leaf production and technology to create a global vertical farming leader. 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 thousand in connection with this acquisition. Goodwill from this acquisition represents the portion of purchase prices in excess of the fair value of tangible assets, know-how, licenses, and technology 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, total revenue of $128 thousand and net losses of $2,479 thousand have been included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The purchase price of $118,663 thousand consisted of a cash payment of $33,610 thousand and the issuance of 27,856,081 shares of common stock with a fair value of $85,023 thousand. The fair value of the shares of common stock issued reflects a DLOM given the restriction on sale of the shares by the sellers for a minimum period of time following the close of the acquisition. As part of the acquisition of &ever, the Company also acquired a 50% ownership interest in &ever Middle East Holding Ltd as well as a 25% interest in Smart Soll Technologies GmbH (“Smart Soil”). The Company determined the fair value of its equity method investments by utilizing a discounted cash flow method utilizing estimates and assumptions made by the Company as of the acquisition date. 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 86,569 LIABILITIES ASSUMED Accounts payable and accruals 3,140 Lease liabilities 5,941 Deferred tax liability 6,837 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 thousand and 887 thousand, respectively, Pro-forma unaudited consolidated net loss for the Company for the twelve-month period ended December 31, 2021 and 2020 including &ever, would have been approximately $55,267 thousand, and $15,882 thousand, respectively. &ever Middle East Holding Ltd Acquisition On October 13, 2021, the Company, through its wholly owned subsidiary &ever GmbH, acquired the remaining 50% equity interest in a step acquisition in &ever Middle East Holding Ltd. (“Middle East Acquisition”) of which an initial 50% ownership was previously acquired on October 1, 2021 as part of the &ever Acquisition. &ever Middle East Holding Ltd. operations are comprised primarily of a vertical farm in Kuwait. This entity became a wholly owned subsidiary of the Company as of October 13, 2021. No gain or loss was recognized on the remeasurement of the previously held interest in &ever Middle East Holding Ltd. due to the short time period from when the remaining controlling interest was acquired. The acquisition method of accounting using the discounted cash flow valuation model was used by the Company for the Middle East acquisition using estimates and assumptions made by the Company as of the acquisition date. 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 thousand and net losses of $465 thousand have been included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The purchase price of $8,258 thousand was paid in cash $1,899 thousand and $6,359 thousand in shares were issued as consideration. The fair value of the shares of common stock issued reflects a DLOM given the restriction on sale of the shares by the sellers for a minimum period of time following the close of the acquisition. 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 11,219 LIABILITIES ASSUMED Accounts payable and accrued liabilities 284 Deferred tax liability 166 450 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 Vindara Acquisition The Company purchased 100% of the outstanding equity of Vindara Inc. (“Vindara”) on March 10, 2021 for a purchase price of $22,629 thousand, net of cash acquired. Vindara is a leader in seed development for indoor farming facilities. This vertical integration acquisition is expected to generate both significant operational synergies and product expansion capabilities for the Company. The results of Vindara’s operations as of and after the date of the acquisition 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 acquisition related costs of $300 thousand in connection with this acquisition recorded within selling, general and administrative expenses in the consolidated statements of operations. This goodwill is assigned to the whole Company and is not deductible for tax purposes. The expected economic life of the acquired identifiable assets is ten years. The purchase price of $22,592 thousand, net of cash of $37 thousand was paid in cash for $14,213 thousand and $8,379 thousand in shares were issued as consideration. The fair value of the shares of common stock issued reflects a discount for lack of marketability given the restriction on sale of the shares by the sellers for a minimum period of time following the close of the acquisition. 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: ASSETS ACQUIRED In thousands Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 2,847 FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 The goodwill balance at March 31, 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 months ended March 31, 2022 is driven by foreign currency translation adjustments related to wholly owned subsidiaries where their functional currency is not the U.S. dollar. In thousands Unaudited March 31, 2022 December 31, 2021 Goodwill attributed to the following acquisitions: Vindara $ 14,430 $ 14,430 Kalera GmbH 46,692 47,982 Kalera Middle East 5,853 5,853 Other 156 156 $ 67,131 $ 68,421 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 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 thousand. There was no amortization expense on intangible assets at December 31, 2020. Estimated amortization expense for each of the five succeeding years is as follows: December 31, Technology Intellectual Property Patents, licenses and software development Total In thousands 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 In thousands Unaudited March 31, 2022 December 31, 2021 Technology $ 62,150 $ 62,150 Less: accumulated amortization (2,055) (1,018) Net book value - Technology 60,095 61,132 Intellectual property 9,250 9,250 Less: accumulated amortization (925) (694) Net book value - Intellectual property 8,325 8,556 Patents, licences and software development 2,822 2,822 Less: accumulated amortization (223) (139) Net book value - Patents, licences and software development 2,599 2,683 Total intangible assets, net $ 71,019 $ 72,371 Amortization expense for the three months ended March 31, 2022 amounted to $1,352 thousand. There was no amortization expense on intangible assets for the year ended March 31, 2021. Estimated amortization expense for each of the five succeeding years is as follows: Technology Intellectual Property Patents, licence, and software development Total Remainder of 2022 $ 3,106 $ 694 $ 480 $ 4,280 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 71,019 The weighted average amortization period remaining as of March 31, 2022 is as follows: Intellectual property 9.00 years Technology 14.50 years Patents, licences and software development 9.00 years |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATIONOn 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% of the fair market value per share as determined on the date the option is granted (or 110% of the fair market value with respect to incentive options granted to an employee who owns stock possessing more than 10% of the total voting power of all classes of stock of the Company or a parent or subsidiary; and (ii) in no event shall the exercise price per share of any option be less than the par value per share. The Board may, in its discretion, grant options with an option price greater than the fair market value per share. Notwithstanding the foregoing, the Board also may, in its discretion authorize the grant of substitute or assumed options of an acquired entity with an exercise price not equal to at least 100% of the fair market value of the shares on the date of grant if the terms of such substitution or assumption otherwise comply, to the extent deemed applicable, with Internal Revenue Service Code Section 409A and Code Section 424(a) or other applicable law. 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 13,500 thousand and 10,970 thousand stock options under the 2018 Plan, which generally vest in equal installments over a four year requisite service period from the date of the grant. The Company accounts for forfeitures as they occur. The following table represents stock option activity for the years ended December 31, 2021 and 2020, respectively: Employee share based option program Weighted average share price Number of shares Options outstanding, January 1, 2020 $ 0.75 5,000 Granted $ 0.75 5,930 Exercised — — Forfeited, expired and cancelled — — Options outstanding, December 31, 2020 $ 0.75 10,930 Granted 3.34 4,165 Exercised — — Forfeited, expired and cancelled (1.01) (1,985) Options outstanding, December 31, 2021 $ 1.98 13,110 Options exercisable, December 31, 2021 5,115 Employee share based option program Weighted average Grant Date Fair Value Number of shares Non-vested, January 1, 2020 $ 0.93 5,000 Granted $ 0.93 5,930 Exercised — — Forfeited, expired and cancelled — — Non-vested, December 31, 2020 $ 0.93 10,930 Granted 1.52 4,165 Forfeited, expired and cancelled 0.35 (1,985) Vested 0.62 (5,115) Options outstanding, December 31, 2021 $ 1.25 7,995 During the year ended December 31, 2021, the Company granted stock options, covering a total of 4,165 thousand shares of common stock to employees, with exercise prices ranging between $1.64 and $5.00 per share. These stock option awards vest annually over four years, with an eight-year term and grant date fair values ranging between $0.80 and $3.35 per share. During the year ended December 31, 2020, the Company granted stock options, covering a total of 5,930 thousand shares of common stock to executives and key personnel, with exercise prices ranging between $1.00 and $2.75 per share. These stock option awards vest annually over four years, with an eight-year term and grant date fair values ranging between $0.20 and $2.09 per share. 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: 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 $ 1.52 $ 1.45 Weighted average exercise price - minimum $ 1.64 $ 1.00 Weighted average exercise price - maximum $ 5.00 $ 2.75 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 Total stock-based compensation expense was $812 thousand for the three months ended March 31, 2022, compared to $1,428 thousand for the three months ended March 31, 2021. These amounts are included within selling, general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2022 and March 31, 2021, respectively. 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. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | 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 asset retirement obligation is valued using the Company’s incremental borrowing rate and is accreted over the expected lease term. The Company capitalizes the future cost of the retirement activities as part of the carrying amount of the farming production facilities at the in–service date. The asset is then depreciated on a straight–line basis over the expected lease term of the space. The following table provides all changes to the company’s 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 thousand and $50 thousand, respectively 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 asset retirement obligation is valued using the Company’s incremental borrowing rate and is accreted over the expected lease term. The Company capitalizes the future cost of the retirement activities as part of the carrying amount of the farming production facilities at the in–service date. The asset is then depreciated on a straight–line basis over the expected lease term of the space. The following table provides all changes to the company’s asset retirement obligations. In thousands Asset retirement obligations at March 31, 2021 $ 588 Liabilities incurred 889 Accretion expenses 50 Asset retirement obligations at December 31, 2021 1,527 Liabilities incurred — Accretion expenses 63 Asset retirement obligations at March 31, 2022 $ 1,590 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Loss before income tax (benefit), expense consists of the following: 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: 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 thousand and net deferred tax asset of $0, respectively. The net deferred tax liability at December 31, 2021 was attributed to the intangible assets recorded in the Company’s foreign subsidiary at &ever GmbH within the German taxing jurisdiction. Accumulated tax NOL’s carry forwards as of December 31, 2021 and 2020 totaled approximately $102,970 thousand and $50,000 thousand, respectively. The net operating federal and state loss carryforwards generated in the U.S. jurisdiction will begin expiring in 2029 for those generated in 2018 or earlier, and will be carried forward indefinitely for those generated thereafter. The net operating losses generated in Norway and Germany may be carried forward indefinitely. Deferred tax assets and liabilities are recognized in the consolidated balance sheet based on expected utilization of tax losses carried forward and temporary book to tax differences. 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 thousand and $10,761 thousand for the years December 31, 2021 and 2020, respectively. The increase in the valuation allowance for the year ended December 31, 2021 primarily relates to the generation of additional net operating loss carryforwards that are not expected to be utilized in the near term. As of December 31, 2021 and 2020, the Company’s deferred tax assets and liabilities are as follows: 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: 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. The Company’s effective income tax rate was 4.4% and 0.0% for the three months ended March 31, 2022 and March 31, 2021, respectively. The variance from the U.S. federal statutory rate of 21% for the three months ended March 31, 2022 and March 31, 2021, was primarily attributable to increases in the Company’s valuation allowance largely driven by increases in the Company’s net operating loss carryforwards. 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. |
CONVERTIBLE LOAN
CONVERTIBLE LOAN | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOAN | CONVERTIBLE LOAN For the year ended December 31, 2019, the Company obtained a loan in the amount of $3,000 thousand which included a mandatory conversion feature upon a qualifying equity raise by the Company. The conversion feature specified a conversion rate for the balance of the loan into common shares of the Company’s stock less a specified discount. In the year ended December 31, 2020, the Company had a qualifying equity raise, which triggered a conversion of the loan into 6,266 thousand shares of the Company’s common stock. There was no convertible loan at December 31, 2021 or 2020 . During the year ended December 31, 2020 , the Company received a forgivable loan of $328 thousand under the Payment Protection Program stimulus package from the United States government following the COVID–19 outbreak. The loan had a term of two years with an interest rate of 1%. For the year ended December 31, 2020 , the Company recorded a gain on forgiveness of debt when the loan was forgiven of $328 thousand. The Company did not receive any additional loans under the Payment Protection Program during the year ended December 31, 2021 . assets, and capital stock. Each holder has the right to convert the outstanding unpaid principal including accrued interest into ordinary shares at the conversion price of $10.00 per share. The conversion can only happen upon the consummation of the merger transaction referred to under Note 15. The debt holders have the option to convert any amount of the then-outstanding unpaid principal and accrued interest (the “Conversion Amount”), into the number of fully paid and non-assessable ordinary shares of the Issuer’s successor and assign arising pursuant to the Transaction (the “Conversion Shares”) determined by dividing the Conversion Amount by the Conversion Price ($10.00) then in effect. In addition, the agreement also calls for any adjustments to the conversion in the event of a stock split, dividend or distribution is declared. As previously mentioned, the Company adopted ASU 2020-06 during the first quarter of 2022 and concluded that the Note will be accounted for as debt, with no bifurcation of the embedded conversion feature. The effective interest rate for the Note is 8.0% per annum and the interest expense incurred during the three months ended March 31, 2022 amounted to $51 thousand which is included within the convertible loan balance on the accompanying unaudited condensed consolidated balance sheet at March 31, 2022. |
GAIN ON FORGIVENESS OF DEBT
GAIN ON FORGIVENESS OF DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
GAIN ON FORGIVENESS OF DEBT | CONVERTIBLE LOAN For the year ended December 31, 2019, the Company obtained a loan in the amount of $3,000 thousand which included a mandatory conversion feature upon a qualifying equity raise by the Company. The conversion feature specified a conversion rate for the balance of the loan into common shares of the Company’s stock less a specified discount. In the year ended December 31, 2020, the Company had a qualifying equity raise, which triggered a conversion of the loan into 6,266 thousand shares of the Company’s common stock. There was no convertible loan at December 31, 2021 or 2020 . During the year ended December 31, 2020 , the Company received a forgivable loan of $328 thousand under the Payment Protection Program stimulus package from the United States government following the COVID–19 outbreak. The loan had a term of two years with an interest rate of 1%. For the year ended December 31, 2020 , the Company recorded a gain on forgiveness of debt when the loan was forgiven of $328 thousand. The Company did not receive any additional loans under the Payment Protection Program during the year ended December 31, 2021 . assets, and capital stock. Each holder has the right to convert the outstanding unpaid principal including accrued interest into ordinary shares at the conversion price of $10.00 per share. The conversion can only happen upon the consummation of the merger transaction referred to under Note 15. The debt holders have the option to convert any amount of the then-outstanding unpaid principal and accrued interest (the “Conversion Amount”), into the number of fully paid and non-assessable ordinary shares of the Issuer’s successor and assign arising pursuant to the Transaction (the “Conversion Shares”) determined by dividing the Conversion Amount by the Conversion Price ($10.00) then in effect. In addition, the agreement also calls for any adjustments to the conversion in the event of a stock split, dividend or distribution is declared. As previously mentioned, the Company adopted ASU 2020-06 during the first quarter of 2022 and concluded that the Note will be accounted for as debt, with no bifurcation of the embedded conversion feature. The effective interest rate for the Note is 8.0% per annum and the interest expense incurred during the three months ended March 31, 2022 amounted to $51 thousand which is included within the convertible loan balance on the accompanying unaudited condensed consolidated balance sheet at March 31, 2022. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | CONVERTIBLE LOAN For the year ended December 31, 2019, the Company obtained a loan in the amount of $3,000 thousand which included a mandatory conversion feature upon a qualifying equity raise by the Company. The conversion feature specified a conversion rate for the balance of the loan into common shares of the Company’s stock less a specified discount. In the year ended December 31, 2020, the Company had a qualifying equity raise, which triggered a conversion of the loan into 6,266 thousand shares of the Company’s common stock. There was no convertible loan at December 31, 2021 or 2020 . During the year ended December 31, 2020 , the Company received a forgivable loan of $328 thousand under the Payment Protection Program stimulus package from the United States government following the COVID–19 outbreak. The loan had a term of two years with an interest rate of 1%. For the year ended December 31, 2020 , the Company recorded a gain on forgiveness of debt when the loan was forgiven of $328 thousand. The Company did not receive any additional loans under the Payment Protection Program during the year ended December 31, 2021 . assets, and capital stock. Each holder has the right to convert the outstanding unpaid principal including accrued interest into ordinary shares at the conversion price of $10.00 per share. The conversion can only happen upon the consummation of the merger transaction referred to under Note 15. The debt holders have the option to convert any amount of the then-outstanding unpaid principal and accrued interest (the “Conversion Amount”), into the number of fully paid and non-assessable ordinary shares of the Issuer’s successor and assign arising pursuant to the Transaction (the “Conversion Shares”) determined by dividing the Conversion Amount by the Conversion Price ($10.00) then in effect. In addition, the agreement also calls for any adjustments to the conversion in the event of a stock split, dividend or distribution is declared. As previously mentioned, the Company adopted ASU 2020-06 during the first quarter of 2022 and concluded that the Note will be accounted for as debt, with no bifurcation of the embedded conversion feature. The effective interest rate for the Note is 8.0% per annum and the interest expense incurred during the three months ended March 31, 2022 amounted to $51 thousand which is included within the convertible loan balance on the accompanying unaudited condensed consolidated balance sheet at March 31, 2022. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | EQUITY METHOD INVESTMENTAs 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 thousand in Smart Soil. &ever acquired a 25% voting interest in Smart Soil and has the ability to exercise significant influence, but not control, as it does not have the ability to direct the decisions that most significantly impact its economic performance. The Company accounts for this investment using the equity method and records its share of net earnings or losses on the investment in “Equity in net loss of affiliate” on the accompanying consolidated statements of operations and comprehensive loss. The balance of the equity method investment was $1,322 thousand at December 31, 2021. There were no equity method investments at December 31, 2020 . During the year ended December 31, 2021 |
RETIREMENT PLAN
RETIREMENT PLAN | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 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 thousand for the year ended December 31, 2021 . There were no contributions by the Company to the plan for the year ended December 31, 2020 |
DISAGGREGATED REVENUES BY CUSTO
DISAGGREGATED REVENUES BY CUSTOMER TYPE | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
DISAGGREGATED REVENUES BY CUSTOMER TYPE | DISAGGREGATED REVENUES BY CUSTOMER TYPE The Company recognized revenues of $2,855 thousand and $887 thousand for the years ended December 31, 2021 and 2020, respectively. Substantially all of the Company’s revenues are generated from the sale of lettuce and micro-greens sold to retail and distribution customers globally. In thousands December 31, 2021 December 31, 2020 Food Service Revenue $ 1,575 $ 169 Retail Revenue 1,280 718 Net sales $ 2,855 $ 887 The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (ASC 606), the core principle of which is that an entity should recognize 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. 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. The Company recognized revenues of $1,477 thousand and $339 thousand for the three months ended March 31, 2022 and 2021, respectively. Substantially all of the Company’s revenues are generated from the sale of lettuce and micro-greens sold to retail and distribution customers globally. In thousands Unaudited March 31, 2022 Unaudited March 31, 2021 Food service revenue $ 759 $ 294 Retail revenue 718 45 Net sales $ 1,477 $ 339 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Subsequent events for recognition or disclosure have been evaluated through April 21, 2022, the date the financial statements were available to be issued. 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 with an option to extend for two 5 year terms. The based annual rent is $566 thousand. The Company received approximately $8,100 thousand in proceeds related to the sale of this property in connection with the sale-leaseback. 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 thousand on a fully diluted pro forma basis, assuming no redemptions from Agrico’s shareholders. • Based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Company shareholders. • In addition to shares of Agrico common stock, the Company’s shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of the Company at the date of completion of the transaction. 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 thousand. The facility, which matures one year from the drawdown date, will bear paid in kind interest at 8%, is secured by certain assets of the Company and, subject to required corporate approvals, will be convertible by the lenders into shares at any time following the consummation of the announced merger with Agrico. and the NASDAQ listing at a conversion price of US$10.00 / share in the merged entity. Secured Credit Facility On April 19, 2022, the Company secured a $30,000 thousand, Senior Secured Credit Facility with Farm Credit of Central Florida. $20,000 thousand of the facility is available under a term loan to support capital expenditures, whereas the remaining $10,000 thousand is available under a revolving loan for working capital needs of the Company in the United States. The credit agreement has a term of 120 months which includes standard terms and conditions customary in secured financing transactions of this nature. The principal under the term loan will bear interest at a rate of prime plus 0.750%, the principal under the revolving loan will bear interest at a rate of prime plus 0.625%. Subsequent events for recognition or disclosure have been evaluated through June 30, 2022, the date the financial statements were available to be issued. 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. On May 13, 2022, the Securities and Exchange Commission (SEC) declared effective the Registration Statement on Form S-4 of the merger between Agrico Acquisition Corp. (‘Agrico”) and the Company. On June 29, 2022, the merger was approved and the Company began trading on the Nasdaq. Key highlights of the merger include: • Based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Company shareholders. • In addition to shares of Agrico common stock, the Company’s shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of the Company at the date of completion of the transaction. • Kalera secured support agreements from shareholders representing approximately 72% of its outstanding shares. New capital is expected to provide the Company the flexibility to fuel the next generation of farms in the US and International locations. The transaction is expected to close in the second quarter of 2022. Secured Credit Facility On April 19, 2022, the Company secured a $30,000 thousand, Senior Secured Credit Facility with Farm Credit of Central Florida. $20,000 thousand of the facility is available under a term loan to support capital expenditures, whereas the remaining $10,000 thousand is available under a revolving loan for working capital needs of the Company in the United States. The credit agreement has a term of 120 months, an interest rate of 4.25% per annum and includes standard terms and conditions customary in secured financing transactions of this nature. The proceeds of the loan will be utilized to support future expansion opportunities and working capital needs of the Company. New Share Capital and Number of Shares On May 31, 2022, due to the merger between Kalera S.A. and Kalera AS a total of 105,719 thousand new shares were issued by the Company to deliver merger consideration shares to the shareholders of Kalera AS. The final number of merger consideration shares following rounding is 105,719 thousand and as a result, a total of 240 shares of the company were not allocated to shareholders and have been cancelled. The shareholders of the Company received their respective merger consideration shares through the Norwegian Central Securities Depository (VPS) on May 31, 2022. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kalera AS (“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. Description of Business: Kalera AS (“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 March 31, 2022, the Company has four (4) large scale operating hydroponic farms (“farms” or “production facilities”) within Florida, Georgia, Texas and Kuwait and is building new farms in several locations, including Ohio, Colorado, Washington, Hawaii, Minnesota and Singapore. 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 quarters ended March 31, 2022 and 2021 of $16,318 thousand and $5,897 thousand, respectively, and has an accumulated deficit of $78,924 thousand at March 31, 2022. The Company expects to continue to generate operating losses and consume significant cash resources for the foreseeable future. These operating losses and accumulated deficits raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these unaudited condensed consolidated financial statements are issued, meaning that the Company may be unable to continue operations for the foreseeable future or realize assets and discharge liabilities in the ordinary course of operations. 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 thousand. In addition, during the first quarter of 2022 the Company entered into a convertible bridge financing facility for up to $20,000 thousand with $10,000 thousand currently committed. The Company also entered into a credit agreement with Farm Credit for $30,000 thousand with $20,000 thousand for capital expenditures and $10,000 thousand available for working capital. The Company is 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 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 AS • 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 operating segment for the years ended December 31, 2021 and 2020 that is engaged in the sale and production of hydroponic lettuce and micro-greens. 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 core principle of which is that an entity should recognize 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. 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. For these leases, the Company capitalizes the present value of the minimum lease payments including property taxes and other common area maintenance costs over the lease terms as a right–of–use asset with an offsetting lease liability. The discount rate used to calculate the present value of the minimum lease payments is based on an incremental borrowing rate, which approximates the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term. The lease term includes any non-cancelable period for which the Company has the right to use the asset. Currently, all capitalized leases are classified as operating leases and the Company records lease expense on a straight–line basis over the term of the lease. 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 thousand and $113,353 thousand, respectively, of which $1,824 thousand and $6,097 thousand, respectively, was held at U.S. banks of which approximately $1,305 thousand and $4,072 thousand, respectively, was in excess of the Federal Deposit Insurance Corporation insured limit of $250 thousand per bank. The remaining balance of $14,322 thousand and $107,256 thousand, respectively was held in foreign bank accounts and was not fully insured. 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 thousand was considered adequate at December 31, 2021. There was no allowance for doubtful accounts at December 31, 2020. Interest is typically not charged on past due invoices. Account balances are written-off after collection efforts have been made and the potential recovery is considered remote. 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 thousand and $1,828 thousand for the years ended December 31, 2021 and 2020, respectively. 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 years • Furniture, fittings & equipment: 5 years • Industrial property: 20 years • Vehicles: 6–10 years 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 , which establishes accounting standards for the impairment of long-lived assets such as intangible assets subject to amortization. Long–lived assets are reviewed annually for impairment or as events or changes in business circumstances occur, indicating that the carrying value of the asset may not be recoverable. The estimated cash flows produced by assets or asset groups, are compared to the asset carrying value to determine whether impairment exists. Such estimates involve considerable management judgment and are based upon assumptions about expected future operating performance. As a result, actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance, and economic and competitive conditions. 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 – Other intangible assets are comprised of technology related to vertical farming acquired from Kalera GmbH and Kalera Middle East Holding Ltd and intellectual property related to indoor seed acquired from Vindara Inc during business acquisitions (see Note 6 for additional information on business acquisitions), and licenses and related costs incurred for exclusive access and development of patents owned by Iveron Materials, Inc. Intangible assets are recorded at historical cost and amortized on a straight-line basis beginning on the date the intangible asset is placed into service over the estimated useful lives. Impairment reviews are undertaken annually, or more frequently if events or circumstances indicate potential impairment. Intangible assets are amortized using following useful lives: • Intellectual property: 10 years • Technology: 15 years • Patents, licenses and software development: 10 years 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% and 43% of sales for year ended December 31, 2021 and 2020, respectively. The loss of any of these top five customers could have a significant impact on the Company’s sales and results of operations. 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 thousand and $181 thousand for the years ended December 31, 2021 and 2020, respectively. 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 thousand and $8,657 thousand, respectively, and has an accumulated deficit of $62,606 thousand at December 31, 2021. The Company expects to continue to generate operating losses and consume significant cash resources for the foreseeable future. These operating losses and accumulated deficits raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements are issued, meaning that the Company may be unable to continue operations for the foreseeable future or realize assets and discharge liabilities in the ordinary course of operations. 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 thousand.). In addition, during the first quarter of 2022 the Company entered into a convertible bridge financing facility for up to $20,000 thousand with $10,000 thousand currently committed (see Note 18). 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. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 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. 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. There have been no changes to the Company’s significant accounting policies described in its December 31, 2021 audited consolidated financial statements that have had a material impact on the Company’s condensed consolidated interim financial statements and related notes. 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 March 31, 2022: Kalera AS • Kalera Inc. • Iveron Materials, Inc. • Vindara, Inc. • Kalera GmbH (Germany) • Kalera S.A. (Luxembourg) • Kalera Real Estate Holdings, LLC • Kalera Singapore PTE. LTD. • WAFRA Agriculture for Agriculture Contracting Company - SPC (Kuwait) • Kalera Middle East Holding Ltd (Dubai) 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 assum |
INVENTORY_2
INVENTORY | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 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. 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 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. In thousands Unaudited March 31, 2022 December 31, 2021 Raw materials and supplies $ 423 $ 456 Work in process 233 76 Finished goods 692 658 Total inventories $ 1,348 $ 1,190 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consists of the following: 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 thousand and $523 thousand, respectively. 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 thousand prior to any insurance reimbursements. During 2021, the Company received approximately $650 thousand in proceeds from its insurance carrier. The Company expects to recover the remaining amount of the loss from its insurance carrier during the year ended December 31, 2021 Property, plant and equipment, net, consists of the following: In thousands Unaudited March 31, 2022 December 31, 2021 Production facilities $ 63,823 $ 53,590 Furniture, fittings & equipment 5,337 5,223 Industrial property — 3,659 Vehicles 402 244 Assets under construction 74,902 68,207 Less: accumulated depreciation (4,022) (2,761) Total property, plant and equipment, net $ 140,442 $ 128,162 |
LEASES_2
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | 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 thousand and $796 thousand for the years ended December 31, 2021 and 2020, respectively. Most space leased for vertical farming production have initial lease terms of up to ten years with two optional renewal periods each of five years. The lease agreements do not contain residual value guarantees. The Company anticipates renewing these leases for both renewal option periods. 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 years ended December 31, 2021 and 2020, the weighted average incremental borrowing rate for the leases is 7.67% and 9.14%, respectively and the weighted average lease term is 18.69 years and 17.7 years, respectively. Future minimum lease payments as of December 31, 2021 are as follows: December 31, In thousands 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: 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: 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 finance leases at March 31, 2022 and 2021, respectively. Future minimum lease payments as of March 31, 2022 are as follows: In thousands Remainder of 2022 $ 3,760 2023 5,102 2024 5,196 2025 5,284 2026 5,363 Thereafter 86,214 Total undiscounted operating lease payments 110,919 Less: Imputed interest (51,810) Present value of total operating leases $ 59,109 |
GOODWILL AND BUSINESS ACQUISI_2
GOODWILL AND BUSINESS ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
GOODWILL AND BUSINESS ACQUISITIONS | GOODWILL AND BUSINESS ACQUISITIONS Vindara Acquisition The Company purchased 100% of the outstanding equity of Vindara Inc. (“Vindara”) on March 10, 2021 for a purchase price of $22,629 thousand, net of cash acquired. Vindara is a leader in seed development for indoor farming facilities. This vertical integration acquisition is expected to generate both significant operational synergies and product expansion capabilities for the Company. The results of Vindara’s operations as of and after the date of the acquisition 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 acquisition related costs of $300 thousand in connection with this acquisition recorded within selling, general and administrative expenses in the consolidated statements of operations. This goodwill is assigned to the whole Company and is not deductible for tax purposes. The expected economic life of the acquired identifiable assets is ten years. Since being acquired, total expenses of $950 thousand from Vindara have been included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. Vindara did not generate any revenues for the year ended December 31, 2021. The purchase price of $22,592 thousand, net of cash of $37 thousand was paid in cash for $14,213 thousand and $8,379 thousand in shares were issued as consideration. The fair value of the shares of common stock issued reflects a discount for lack of marketability (“DLOM”) given the restriction on sale of the shares by the sellers for a minimum period of time following the close of the acquisition. 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: ASSETS ACQUIRED Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 2,847 FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 Supplemental Unaudited Pro-forma Informatio n 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 thousand and 887 thousand, respectively. Pro-forma unaudited consolidated net loss for the Company for the twelve-month period ended December 31, 2021 and 2020 including Vindara, would have been approximately $40,122 thousand and $9,717 thousand, respectively. &ever GmbH Acquisition The Company acquired 100% of the outstanding equity of &ever GmbH (“&ever”) on October 1, 2021 (“&ever Acquisition”). &ever focuses on the highly automated production of baby leaf products including spinach, arugula and cilantro using proprietary technology and operations, enabling output of various scale from in-store grow-towers to mega-farms. This transaction represents the first instance of consolidation between vertical farmers and combines a leader in plant science and unit economics for full head leafy greens with a leader in baby leaf production and technology to create a global vertical farming leader. 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 thousand in connection with this acquisition. Goodwill from this acquisition represents the portion of purchase prices in excess of the fair value of tangible assets, know-how, licenses, and technology 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, total revenue of $128 thousand and net losses of $2,479 thousand have been included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The purchase price of $118,663 thousand consisted of a cash payment of $33,610 thousand and the issuance of 27,856,081 shares of common stock with a fair value of $85,023 thousand. The fair value of the shares of common stock issued reflects a DLOM given the restriction on sale of the shares by the sellers for a minimum period of time following the close of the acquisition. As part of the acquisition of &ever, the Company also acquired a 50% ownership interest in &ever Middle East Holding Ltd as well as a 25% interest in Smart Soll Technologies GmbH (“Smart Soil”). The Company determined the fair value of its equity method investments by utilizing a discounted cash flow method utilizing estimates and assumptions made by the Company as of the acquisition date. 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 86,569 LIABILITIES ASSUMED Accounts payable and accruals 3,140 Lease liabilities 5,941 Deferred tax liability 6,837 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 thousand and 887 thousand, respectively, Pro-forma unaudited consolidated net loss for the Company for the twelve-month period ended December 31, 2021 and 2020 including &ever, would have been approximately $55,267 thousand, and $15,882 thousand, respectively. &ever Middle East Holding Ltd Acquisition On October 13, 2021, the Company, through its wholly owned subsidiary &ever GmbH, acquired the remaining 50% equity interest in a step acquisition in &ever Middle East Holding Ltd. (“Middle East Acquisition”) of which an initial 50% ownership was previously acquired on October 1, 2021 as part of the &ever Acquisition. &ever Middle East Holding Ltd. operations are comprised primarily of a vertical farm in Kuwait. This entity became a wholly owned subsidiary of the Company as of October 13, 2021. No gain or loss was recognized on the remeasurement of the previously held interest in &ever Middle East Holding Ltd. due to the short time period from when the remaining controlling interest was acquired. The acquisition method of accounting using the discounted cash flow valuation model was used by the Company for the Middle East acquisition using estimates and assumptions made by the Company as of the acquisition date. 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 thousand and net losses of $465 thousand have been included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The purchase price of $8,258 thousand was paid in cash $1,899 thousand and $6,359 thousand in shares were issued as consideration. The fair value of the shares of common stock issued reflects a DLOM given the restriction on sale of the shares by the sellers for a minimum period of time following the close of the acquisition. 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 11,219 LIABILITIES ASSUMED Accounts payable and accrued liabilities 284 Deferred tax liability 166 450 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 Vindara Acquisition The Company purchased 100% of the outstanding equity of Vindara Inc. (“Vindara”) on March 10, 2021 for a purchase price of $22,629 thousand, net of cash acquired. Vindara is a leader in seed development for indoor farming facilities. This vertical integration acquisition is expected to generate both significant operational synergies and product expansion capabilities for the Company. The results of Vindara’s operations as of and after the date of the acquisition 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 acquisition related costs of $300 thousand in connection with this acquisition recorded within selling, general and administrative expenses in the consolidated statements of operations. This goodwill is assigned to the whole Company and is not deductible for tax purposes. The expected economic life of the acquired identifiable assets is ten years. The purchase price of $22,592 thousand, net of cash of $37 thousand was paid in cash for $14,213 thousand and $8,379 thousand in shares were issued as consideration. The fair value of the shares of common stock issued reflects a discount for lack of marketability given the restriction on sale of the shares by the sellers for a minimum period of time following the close of the acquisition. 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: ASSETS ACQUIRED In thousands Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 2,847 FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 The goodwill balance at March 31, 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 months ended March 31, 2022 is driven by foreign currency translation adjustments related to wholly owned subsidiaries where their functional currency is not the U.S. dollar. In thousands Unaudited March 31, 2022 December 31, 2021 Goodwill attributed to the following acquisitions: Vindara $ 14,430 $ 14,430 Kalera GmbH 46,692 47,982 Kalera Middle East 5,853 5,853 Other 156 156 $ 67,131 $ 68,421 |
INTANGIBLE ASSETS_2
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 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 thousand. There was no amortization expense on intangible assets at December 31, 2020. Estimated amortization expense for each of the five succeeding years is as follows: December 31, Technology Intellectual Property Patents, licenses and software development Total In thousands 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 In thousands Unaudited March 31, 2022 December 31, 2021 Technology $ 62,150 $ 62,150 Less: accumulated amortization (2,055) (1,018) Net book value - Technology 60,095 61,132 Intellectual property 9,250 9,250 Less: accumulated amortization (925) (694) Net book value - Intellectual property 8,325 8,556 Patents, licences and software development 2,822 2,822 Less: accumulated amortization (223) (139) Net book value - Patents, licences and software development 2,599 2,683 Total intangible assets, net $ 71,019 $ 72,371 Amortization expense for the three months ended March 31, 2022 amounted to $1,352 thousand. There was no amortization expense on intangible assets for the year ended March 31, 2021. Estimated amortization expense for each of the five succeeding years is as follows: Technology Intellectual Property Patents, licence, and software development Total Remainder of 2022 $ 3,106 $ 694 $ 480 $ 4,280 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 71,019 The weighted average amortization period remaining as of March 31, 2022 is as follows: Intellectual property 9.00 years Technology 14.50 years Patents, licences and software development 9.00 years |
SHARE-BASED COMPENSATION_2
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATIONOn 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% of the fair market value per share as determined on the date the option is granted (or 110% of the fair market value with respect to incentive options granted to an employee who owns stock possessing more than 10% of the total voting power of all classes of stock of the Company or a parent or subsidiary; and (ii) in no event shall the exercise price per share of any option be less than the par value per share. The Board may, in its discretion, grant options with an option price greater than the fair market value per share. Notwithstanding the foregoing, the Board also may, in its discretion authorize the grant of substitute or assumed options of an acquired entity with an exercise price not equal to at least 100% of the fair market value of the shares on the date of grant if the terms of such substitution or assumption otherwise comply, to the extent deemed applicable, with Internal Revenue Service Code Section 409A and Code Section 424(a) or other applicable law. 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 13,500 thousand and 10,970 thousand stock options under the 2018 Plan, which generally vest in equal installments over a four year requisite service period from the date of the grant. The Company accounts for forfeitures as they occur. The following table represents stock option activity for the years ended December 31, 2021 and 2020, respectively: Employee share based option program Weighted average share price Number of shares Options outstanding, January 1, 2020 $ 0.75 5,000 Granted $ 0.75 5,930 Exercised — — Forfeited, expired and cancelled — — Options outstanding, December 31, 2020 $ 0.75 10,930 Granted 3.34 4,165 Exercised — — Forfeited, expired and cancelled (1.01) (1,985) Options outstanding, December 31, 2021 $ 1.98 13,110 Options exercisable, December 31, 2021 5,115 Employee share based option program Weighted average Grant Date Fair Value Number of shares Non-vested, January 1, 2020 $ 0.93 5,000 Granted $ 0.93 5,930 Exercised — — Forfeited, expired and cancelled — — Non-vested, December 31, 2020 $ 0.93 10,930 Granted 1.52 4,165 Forfeited, expired and cancelled 0.35 (1,985) Vested 0.62 (5,115) Options outstanding, December 31, 2021 $ 1.25 7,995 During the year ended December 31, 2021, the Company granted stock options, covering a total of 4,165 thousand shares of common stock to employees, with exercise prices ranging between $1.64 and $5.00 per share. These stock option awards vest annually over four years, with an eight-year term and grant date fair values ranging between $0.80 and $3.35 per share. During the year ended December 31, 2020, the Company granted stock options, covering a total of 5,930 thousand shares of common stock to executives and key personnel, with exercise prices ranging between $1.00 and $2.75 per share. These stock option awards vest annually over four years, with an eight-year term and grant date fair values ranging between $0.20 and $2.09 per share. 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: 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 $ 1.52 $ 1.45 Weighted average exercise price - minimum $ 1.64 $ 1.00 Weighted average exercise price - maximum $ 5.00 $ 2.75 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 Total stock-based compensation expense was $812 thousand for the three months ended March 31, 2022, compared to $1,428 thousand for the three months ended March 31, 2021. These amounts are included within selling, general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2022 and March 31, 2021, respectively. 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. |
ASSET RETIREMENT OBLIGATIONS_2
ASSET RETIREMENT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | 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 asset retirement obligation is valued using the Company’s incremental borrowing rate and is accreted over the expected lease term. The Company capitalizes the future cost of the retirement activities as part of the carrying amount of the farming production facilities at the in–service date. The asset is then depreciated on a straight–line basis over the expected lease term of the space. The following table provides all changes to the company’s 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 thousand and $50 thousand, respectively 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 asset retirement obligation is valued using the Company’s incremental borrowing rate and is accreted over the expected lease term. The Company capitalizes the future cost of the retirement activities as part of the carrying amount of the farming production facilities at the in–service date. The asset is then depreciated on a straight–line basis over the expected lease term of the space. The following table provides all changes to the company’s asset retirement obligations. In thousands Asset retirement obligations at March 31, 2021 $ 588 Liabilities incurred 889 Accretion expenses 50 Asset retirement obligations at December 31, 2021 1,527 Liabilities incurred — Accretion expenses 63 Asset retirement obligations at March 31, 2022 $ 1,590 |
INCOME TAXES_2
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Loss before income tax (benefit), expense consists of the following: 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: 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 thousand and net deferred tax asset of $0, respectively. The net deferred tax liability at December 31, 2021 was attributed to the intangible assets recorded in the Company’s foreign subsidiary at &ever GmbH within the German taxing jurisdiction. Accumulated tax NOL’s carry forwards as of December 31, 2021 and 2020 totaled approximately $102,970 thousand and $50,000 thousand, respectively. The net operating federal and state loss carryforwards generated in the U.S. jurisdiction will begin expiring in 2029 for those generated in 2018 or earlier, and will be carried forward indefinitely for those generated thereafter. The net operating losses generated in Norway and Germany may be carried forward indefinitely. Deferred tax assets and liabilities are recognized in the consolidated balance sheet based on expected utilization of tax losses carried forward and temporary book to tax differences. 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 thousand and $10,761 thousand for the years December 31, 2021 and 2020, respectively. The increase in the valuation allowance for the year ended December 31, 2021 primarily relates to the generation of additional net operating loss carryforwards that are not expected to be utilized in the near term. As of December 31, 2021 and 2020, the Company’s deferred tax assets and liabilities are as follows: 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: 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. The Company’s effective income tax rate was 4.4% and 0.0% for the three months ended March 31, 2022 and March 31, 2021, respectively. The variance from the U.S. federal statutory rate of 21% for the three months ended March 31, 2022 and March 31, 2021, was primarily attributable to increases in the Company’s valuation allowance largely driven by increases in the Company’s net operating loss carryforwards. 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. |
CONVERTIBLE LOAN_2
CONVERTIBLE LOAN | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOAN | CONVERTIBLE LOAN For the year ended December 31, 2019, the Company obtained a loan in the amount of $3,000 thousand which included a mandatory conversion feature upon a qualifying equity raise by the Company. The conversion feature specified a conversion rate for the balance of the loan into common shares of the Company’s stock less a specified discount. In the year ended December 31, 2020, the Company had a qualifying equity raise, which triggered a conversion of the loan into 6,266 thousand shares of the Company’s common stock. There was no convertible loan at December 31, 2021 or 2020 . During the year ended December 31, 2020 , the Company received a forgivable loan of $328 thousand under the Payment Protection Program stimulus package from the United States government following the COVID–19 outbreak. The loan had a term of two years with an interest rate of 1%. For the year ended December 31, 2020 , the Company recorded a gain on forgiveness of debt when the loan was forgiven of $328 thousand. The Company did not receive any additional loans under the Payment Protection Program during the year ended December 31, 2021 . assets, and capital stock. Each holder has the right to convert the outstanding unpaid principal including accrued interest into ordinary shares at the conversion price of $10.00 per share. The conversion can only happen upon the consummation of the merger transaction referred to under Note 15. The debt holders have the option to convert any amount of the then-outstanding unpaid principal and accrued interest (the “Conversion Amount”), into the number of fully paid and non-assessable ordinary shares of the Issuer’s successor and assign arising pursuant to the Transaction (the “Conversion Shares”) determined by dividing the Conversion Amount by the Conversion Price ($10.00) then in effect. In addition, the agreement also calls for any adjustments to the conversion in the event of a stock split, dividend or distribution is declared. As previously mentioned, the Company adopted ASU 2020-06 during the first quarter of 2022 and concluded that the Note will be accounted for as debt, with no bifurcation of the embedded conversion feature. The effective interest rate for the Note is 8.0% per annum and the interest expense incurred during the three months ended March 31, 2022 amounted to $51 thousand which is included within the convertible loan balance on the accompanying unaudited condensed consolidated balance sheet at March 31, 2022. |
DISAGGREGATED REVENUES BY CUS_2
DISAGGREGATED REVENUES BY CUSTOMER TYPE | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
DISAGGREGATED REVENUES BY CUSTOMER TYPE | DISAGGREGATED REVENUES BY CUSTOMER TYPE The Company recognized revenues of $2,855 thousand and $887 thousand for the years ended December 31, 2021 and 2020, respectively. Substantially all of the Company’s revenues are generated from the sale of lettuce and micro-greens sold to retail and distribution customers globally. In thousands December 31, 2021 December 31, 2020 Food Service Revenue $ 1,575 $ 169 Retail Revenue 1,280 718 Net sales $ 2,855 $ 887 The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (ASC 606), the core principle of which is that an entity should recognize 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. 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. The Company recognized revenues of $1,477 thousand and $339 thousand for the three months ended March 31, 2022 and 2021, respectively. Substantially all of the Company’s revenues are generated from the sale of lettuce and micro-greens sold to retail and distribution customers globally. In thousands Unaudited March 31, 2022 Unaudited March 31, 2021 Food service revenue $ 759 $ 294 Retail revenue 718 45 Net sales $ 1,477 $ 339 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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 , as the leaseback of both the facility and the equipment would have been classified as a finance lease upon leaseback. Therefore, the Company still maintains economic control over the facility and equipment. As of March 31, 2022, the Company has capitalized the total fair value of the facility and the equipment of approximately $7,385 thousand within “Property, plant, and equipment , net” and accounts for the cash proceeds received as a secured financing obligation. As of March 31, 2022, $6,898 thousand related to the financing obligation was classified as a long-term, while $424 thousand is classified as short-term on the unaudited condensed consolidated balance sheet. Future minimum payments of the financing obligation as of March 31, 2022 are as follows: In thousands Remainder of 2022 $ 424 2023 621 2024 640 2025 656 2026 673 Thereafter 11,858 Total undiscounted financing obligation 14,872 Less: Imputed interest (7,550) Present value of total financing obligation $ 7,322 |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Basic and diluted net loss per ordinary share is calculated as follows: Unaudited Three Months Ended In thousands, except per share data March 31, 2022 March 31, 2021 Numerator: Net Loss $ (16,318) $ (5,897) Denominator: Weighted average number of common shares - basic 209,355 163,260 Net loss per ordinary share: Basic and diluted $ (0.08) $ (0.04) |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Subsequent events for recognition or disclosure have been evaluated through April 21, 2022, the date the financial statements were available to be issued. 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 with an option to extend for two 5 year terms. The based annual rent is $566 thousand. The Company received approximately $8,100 thousand in proceeds related to the sale of this property in connection with the sale-leaseback. 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 thousand on a fully diluted pro forma basis, assuming no redemptions from Agrico’s shareholders. • Based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Company shareholders. • In addition to shares of Agrico common stock, the Company’s shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of the Company at the date of completion of the transaction. 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 thousand. The facility, which matures one year from the drawdown date, will bear paid in kind interest at 8%, is secured by certain assets of the Company and, subject to required corporate approvals, will be convertible by the lenders into shares at any time following the consummation of the announced merger with Agrico. and the NASDAQ listing at a conversion price of US$10.00 / share in the merged entity. Secured Credit Facility On April 19, 2022, the Company secured a $30,000 thousand, Senior Secured Credit Facility with Farm Credit of Central Florida. $20,000 thousand of the facility is available under a term loan to support capital expenditures, whereas the remaining $10,000 thousand is available under a revolving loan for working capital needs of the Company in the United States. The credit agreement has a term of 120 months which includes standard terms and conditions customary in secured financing transactions of this nature. The principal under the term loan will bear interest at a rate of prime plus 0.750%, the principal under the revolving loan will bear interest at a rate of prime plus 0.625%. Subsequent events for recognition or disclosure have been evaluated through June 30, 2022, the date the financial statements were available to be issued. 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. On May 13, 2022, the Securities and Exchange Commission (SEC) declared effective the Registration Statement on Form S-4 of the merger between Agrico Acquisition Corp. (‘Agrico”) and the Company. On June 29, 2022, the merger was approved and the Company began trading on the Nasdaq. Key highlights of the merger include: • Based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Company shareholders. • In addition to shares of Agrico common stock, the Company’s shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of the Company at the date of completion of the transaction. • Kalera secured support agreements from shareholders representing approximately 72% of its outstanding shares. New capital is expected to provide the Company the flexibility to fuel the next generation of farms in the US and International locations. The transaction is expected to close in the second quarter of 2022. Secured Credit Facility On April 19, 2022, the Company secured a $30,000 thousand, Senior Secured Credit Facility with Farm Credit of Central Florida. $20,000 thousand of the facility is available under a term loan to support capital expenditures, whereas the remaining $10,000 thousand is available under a revolving loan for working capital needs of the Company in the United States. The credit agreement has a term of 120 months, an interest rate of 4.25% per annum and includes standard terms and conditions customary in secured financing transactions of this nature. The proceeds of the loan will be utilized to support future expansion opportunities and working capital needs of the Company. New Share Capital and Number of Shares On May 31, 2022, due to the merger between Kalera S.A. and Kalera AS a total of 105,719 thousand new shares were issued by the Company to deliver merger consideration shares to the shareholders of Kalera AS. The final number of merger consideration shares following rounding is 105,719 thousand and as a result, a total of 240 shares of the company were not allocated to shareholders and have been cancelled. The shareholders of the Company received their respective merger consideration shares through the Norwegian Central Securities Depository (VPS) on May 31, 2022. |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Organization And Business Operations [Line Items] | |
Organization and Business Operations | 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 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at $10.00 per unit, generating gross proceeds of $143,750,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,250,000 warrants to the Sponsor and Maxim Group LLC (“Maxim”), the underwriter in the IPO (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,250,000, which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Transaction costs of the IPO amounted to $9,998,781, comprised of $2,875,000 of underwriting fees paid at the time of the IPO, $5,031,250 of deferred underwriting fees, $655,031 of other offering costs, and $1,437,500 of the fair value of the representative shares, and was all charged to shareholders’ equity. Following the closing of the IPO on July 12, 2021, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, including a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 21 months from the closing of the Initial public offering (the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 21 months from the closing of the Initial public offering. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. 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 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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% of the its Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe, and (iv) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. 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 in cash and a working capital of $467,648. The Company’s liquidity needs up to December 31, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $200,000 (see Note 5), of which $171,356 was borrowed and repaid in 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021 and 2020, there were no amounts outstanding under any Working Capital Loans. 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. 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 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at $10.00 per unit, generating gross proceeds of $143,750,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,250,000 warrants to the Sponsor and Maxim Group LLC (“Maxim”), the underwriter in this offering (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,250,000, which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Transaction costs of the IPO amounted to $9,998,781, comprised of $2,875,000 of underwriting fees paid at the time of the IPO, $5,031,250 of deferred underwriting fees, $655,031 of other offering costs, and $1,437,500 of the fair value of the representative shares, and was all charged to shareholders’ equity. Following the closing of the IPO on July 12, 2021, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, including a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 21 months from the closing of the Initial public offering (the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 21 months from the closing of the Initial public offering. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. 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 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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% of the its Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe, and (iv) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. 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. 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% of the issued and outstanding Pubco Ordinary Shares. 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 in cash and a working capital of $81,284. The Company’s liquidity needs up to March 31, 2022 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $200,000 (see Note 5), of which $171,356 was borrowed and repaid in 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. 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 o |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Significant Accounting Policies [Line Items] | |
Significant Accounting Policies | 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: 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 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 of our Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Year ended December 31, 2021 For the period from July 31, 2020 (inception)through December 31, 2020 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 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. 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: 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. 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 was held in marketable securities which are reported at fair market value. The Company’s portfolio of marketable securities held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in Trust Account. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. As of December 31, 2021, investment in the Company’s Trust Account consisted of $396 in cash and $146,644,279 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on February 24, 2022. The Company classified its U.S. 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 held until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums of discounts. 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: Carrying Gross Gross Fair Value 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 of our Class A ordinary shares in the calculation of diluted loss per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. 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 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. 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 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets. 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: 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Initial Public Offering [Line Items] | |
Initial Public Offering | Initial Public Offering On July 12, 2021, the Company initially sold 14,375,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share, and one-half of one redeemable warrant. 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). In connection with the closing of the IPO, the Company issued to Maxim 143,750 Class A ordinary shares (the “representative shares”). Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of the IPO. On July 12, 2021, the Company initially sold 14,375,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share, and one-half of one redeemable warrant. 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). In connection with the closing of the IPO, the Company issued to Maxim 143,750 Class A ordinary shares (the “representative shares”). In addition, Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of the IPO. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Private Placement [Line Items] | |
Private Placement | Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,250,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. 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). Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,250,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. 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 |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Related Party Transactions [Line Items] | |
Related Party Transactions | Related Party Transactions Founder Shares On January 25, 2021, the Sponsor was issued 5,000,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) for $25,000, or approximately $0.005 per share, which proceeds were used to reduce the amount due to a related party. 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, which included up to 468,750 founder shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part. Due to the underwriters’ exercise of their full over-allotment on July 12, 2021, these 468,750 Founders Shares are no longer subject to forfeiture. 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”). Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect to any Founder Shares. Promissory Note — Related Party On January 22, 2021, the Sponsor agreed to loan the Company up to $200,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing and payable after the date of the consummation of the Public Offering. In 2021, the Company borrowed and repaid $171,356. As of December 31, 2021, the Company had no outstanding borrowings under the promissory note. 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 as of December 31, 2020, which were due upon demand. On January 25, 2021, the liability was reduced by $25,000 in exchange for the issuance of Founder Shares to the Sponsor. As of December 31, 2021, there is $73,795 due to related party for certain costs paid by the Sponsor on behalf of the Company which was repaid in March 2022. 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 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of December 31, 2021 and 2020, the Company had no borrowings under the working capital loans. 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 per month. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. For the year ended December 31, 2021, $57,742 had been paid and charged to operating expenses. There were no amounts paid or charged for the period from July 31 (inception) through December 31, 2020. Founder Shares On January 25, 2021, the Sponsor was issued 5,000,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) for $25,000, or approximately $0.005 per share, which proceeds were used to reduce the amount due to a related party. 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, which included up to 468,750 founder shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part. Due to the underwriters’ exercise of their full over-allotment on July 12, 2021, these 468,750 Founders Shares are no longer subject to forfeiture. 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”). Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect to any Founder Shares. Promissory Note — Related Party On January 22, 2021, the Sponsor agreed to loan the Company up to $200,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing and payable after the date of the consummation of the Public Offering. In 2021, the Company borrowed and repaid $171,356. As of March 31, 2022 and December 31, 2021, the Company had no outstanding borrowings under the promissory note. 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 as of December 31, 2020, which were due upon demand. On January 25, 2021, the liability was reduced by $25,000 in exchange for the issuance of Founder Shares to the Sponsor. As of March 31, 2022 and December 31, 2021, there is $0 and $73,795 due to related party, respectively. 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 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the working capital loans. 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 per month. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. For three months ended March 31, 2022 and March 31, 2021, $30,000 and $0 had been charged to operating expenses, respectively. |
Commitments and Contingencies_2
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies [Line Items] | |
Commitments and Contingencies | 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 , as the leaseback of both the facility and the equipment would have been classified as a finance lease upon leaseback. Therefore, the Company still maintains economic control over the facility and equipment. As of March 31, 2022, the Company has capitalized the total fair value of the facility and the equipment of approximately $7,385 thousand within “Property, plant, and equipment , net” and accounts for the cash proceeds received as a secured financing obligation. As of March 31, 2022, $6,898 thousand related to the financing obligation was classified as a long-term, while $424 thousand is classified as short-term on the unaudited condensed consolidated balance sheet. Future minimum payments of the financing obligation as of March 31, 2022 are as follows: In thousands Remainder of 2022 $ 424 2023 621 2024 640 2025 656 2026 673 Thereafter 11,858 Total undiscounted financing obligation 14,872 Less: Imputed interest (7,550) Present value of total financing obligation $ 7,322 |
Agrico Acquisition Corp. | |
Commitments and Contingencies [Line Items] | |
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) and seven (7) years after the effective date of the registration statement for the initial public offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On July 12, 2021, the underwriter fully exercised its over-allotment option. The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the Public Offering, or $5,031,250 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. 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) and seven (7) years after the effective date of the registration statement for the initial public offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On July 12, 2021, the underwriter fully exercised its over-allotment option. The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the Public Offering, or $5,031,250 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. 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. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Shareholders’ Equity [Line Items] | |
Shareholders’ Equity | Shareholders’ Equity Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of$0.0001 per share. At December 31, 2021 and 2020, there were 143,750 and no Class A ordinary shares issued and shares outstanding, excluding 14,375,000 and no Class A ordinary shares subject to redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. At December 31, 2020, there were no Class B ordinary shares issued or outstanding. On January 25, 2021, the Company issued 5,000,000 Class B ordinary shares to its Sponsor. On April 9, 2021, the Sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 3,593,750 shares. As a result of the underwriters’ election to fully exercise of their over-allotment option on July 12, 2021, the 468,750 shares were no longer subject to forfeiture. As of December 31, 2021 and 2020, there were 3,593,750 and no Class B ordinary shares issued or outstanding, respectively. 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% of the sum of the total number of all ordinary shares outstanding upon completion of the Public Offering (not including Class A ordinary shares issuable to Maxim) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent securities issued to our sponsor or its affiliates upon conversion of Working Capital loans). Warrants — As of December 31, 2021, there were 7,187,500 public warrants and 7,250,000 private placement warrants outstanding. At December 31, 2020, there were no warrants outstanding. 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. The Public Warrants will become exercisable on the later of twelve months from the closing of the Public Offering and 30 days after the completion of the initial Business Combination. Only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 per warrant; • 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 (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”). 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. Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At March 31, 2022 and December 31, 2021, there were 143,750 Class A ordinary shares issued and outstanding, excluding 14,375,000 Class A ordinary shares subject to redemption. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On January 25, 2021, the Company issued 5,000,000 Class B ordinary shares to its Sponsor. On April 9, 2021, the Sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 3,593,750 shares. As a result of the underwriters’ election to fully exercise of their over-allotment option on July 12, 2021, the 468,750 shares were no longer subject to forfeiture. As of March 31, 2022 and December 31, 2021, there were 3,593,750 Class B ordinary shares issued or outstanding, respectively. 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% of the sum of the total number of all ordinary shares outstanding upon completion of the Public Offering (not including Class A ordinary shares issuable to Maxim) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent securities issued to our sponsor or its affiliates upon conversion of Working Capital loans). Warrants — As of March 31, 2022, and December 31, 2021, there were 7,187,500 public warrants and 7,250,000 private placement warrants outstanding. 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. The Public Warrants will become exercisable on the later of twelve months from the closing of the Public Offering and 30 days after the completion of the initial Business Combination. Only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 per warrant; • 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 (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”). 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. |
Subsequent Events_2_3
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Event [Line Items] | |
Subsequent Events | SUBSEQUENT EVENTS Subsequent events for recognition or disclosure have been evaluated through April 21, 2022, the date the financial statements were available to be issued. 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 with an option to extend for two 5 year terms. The based annual rent is $566 thousand. The Company received approximately $8,100 thousand in proceeds related to the sale of this property in connection with the sale-leaseback. 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 thousand on a fully diluted pro forma basis, assuming no redemptions from Agrico’s shareholders. • Based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Company shareholders. • In addition to shares of Agrico common stock, the Company’s shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of the Company at the date of completion of the transaction. 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 thousand. The facility, which matures one year from the drawdown date, will bear paid in kind interest at 8%, is secured by certain assets of the Company and, subject to required corporate approvals, will be convertible by the lenders into shares at any time following the consummation of the announced merger with Agrico. and the NASDAQ listing at a conversion price of US$10.00 / share in the merged entity. Secured Credit Facility On April 19, 2022, the Company secured a $30,000 thousand, Senior Secured Credit Facility with Farm Credit of Central Florida. $20,000 thousand of the facility is available under a term loan to support capital expenditures, whereas the remaining $10,000 thousand is available under a revolving loan for working capital needs of the Company in the United States. The credit agreement has a term of 120 months which includes standard terms and conditions customary in secured financing transactions of this nature. The principal under the term loan will bear interest at a rate of prime plus 0.750%, the principal under the revolving loan will bear interest at a rate of prime plus 0.625%. Subsequent events for recognition or disclosure have been evaluated through June 30, 2022, the date the financial statements were available to be issued. 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. On May 13, 2022, the Securities and Exchange Commission (SEC) declared effective the Registration Statement on Form S-4 of the merger between Agrico Acquisition Corp. (‘Agrico”) and the Company. On June 29, 2022, the merger was approved and the Company began trading on the Nasdaq. Key highlights of the merger include: • Based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Company shareholders. • In addition to shares of Agrico common stock, the Company’s shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of the Company at the date of completion of the transaction. • Kalera secured support agreements from shareholders representing approximately 72% of its outstanding shares. New capital is expected to provide the Company the flexibility to fuel the next generation of farms in the US and International locations. The transaction is expected to close in the second quarter of 2022. Secured Credit Facility On April 19, 2022, the Company secured a $30,000 thousand, Senior Secured Credit Facility with Farm Credit of Central Florida. $20,000 thousand of the facility is available under a term loan to support capital expenditures, whereas the remaining $10,000 thousand is available under a revolving loan for working capital needs of the Company in the United States. The credit agreement has a term of 120 months, an interest rate of 4.25% per annum and includes standard terms and conditions customary in secured financing transactions of this nature. The proceeds of the loan will be utilized to support future expansion opportunities and working capital needs of the Company. New Share Capital and Number of Shares On May 31, 2022, due to the merger between Kalera S.A. and Kalera AS a total of 105,719 thousand new shares were issued by the Company to deliver merger consideration shares to the shareholders of Kalera AS. The final number of merger consideration shares following rounding is 105,719 thousand and as a result, a total of 240 shares of the company were not allocated to shareholders and have been cancelled. The shareholders of the Company received their respective merger consideration shares through the Norwegian Central Securities Depository (VPS) on May 31, 2022. |
Agrico Acquisition Corp. | |
Subsequent Event [Line Items] | |
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. 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. |
Organization and Business Ope_2
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Organization And Business Operations [Line Items] | |
Organization and Business Operations | 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 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at $10.00 per unit, generating gross proceeds of $143,750,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,250,000 warrants to the Sponsor and Maxim Group LLC (“Maxim”), the underwriter in the IPO (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,250,000, which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Transaction costs of the IPO amounted to $9,998,781, comprised of $2,875,000 of underwriting fees paid at the time of the IPO, $5,031,250 of deferred underwriting fees, $655,031 of other offering costs, and $1,437,500 of the fair value of the representative shares, and was all charged to shareholders’ equity. Following the closing of the IPO on July 12, 2021, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, including a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 21 months from the closing of the Initial public offering (the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 21 months from the closing of the Initial public offering. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. 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 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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% of the its Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe, and (iv) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. 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 in cash and a working capital of $467,648. The Company’s liquidity needs up to December 31, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $200,000 (see Note 5), of which $171,356 was borrowed and repaid in 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021 and 2020, there were no amounts outstanding under any Working Capital Loans. 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. 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 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at $10.00 per unit, generating gross proceeds of $143,750,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,250,000 warrants to the Sponsor and Maxim Group LLC (“Maxim”), the underwriter in this offering (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,250,000, which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. Transaction costs of the IPO amounted to $9,998,781, comprised of $2,875,000 of underwriting fees paid at the time of the IPO, $5,031,250 of deferred underwriting fees, $655,031 of other offering costs, and $1,437,500 of the fair value of the representative shares, and was all charged to shareholders’ equity. Following the closing of the IPO on July 12, 2021, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, including a portion of the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 21 months from the closing of the Initial public offering (the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 21 months from the closing of the Initial public offering. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. 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 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). 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 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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% of the its Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe, and (iv) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. 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. 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% of the issued and outstanding Pubco Ordinary Shares. 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 in cash and a working capital of $81,284. The Company’s liquidity needs up to March 31, 2022 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $200,000 (see Note 5), of which $171,356 was borrowed and repaid in 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. 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 o |
Significant Accounting Polici_2
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Significant Accounting Policies [Line Items] | |
Significant Accounting Policies | 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: 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 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 of our Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Year ended December 31, 2021 For the period from July 31, 2020 (inception)through December 31, 2020 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 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. 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: 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. 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 was held in marketable securities which are reported at fair market value. The Company’s portfolio of marketable securities held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in Trust Account. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. As of December 31, 2021, investment in the Company’s Trust Account consisted of $396 in cash and $146,644,279 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on February 24, 2022. The Company classified its U.S. 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 held until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums of discounts. 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: Carrying Gross Gross Fair Value 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 of our Class A ordinary shares in the calculation of diluted loss per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. 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 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. 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 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets. 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: 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. |
Initial Public Offering_2
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Initial Public Offering [Line Items] | |
Initial Public Offering | Initial Public Offering On July 12, 2021, the Company initially sold 14,375,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share, and one-half of one redeemable warrant. 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). In connection with the closing of the IPO, the Company issued to Maxim 143,750 Class A ordinary shares (the “representative shares”). Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of the IPO. On July 12, 2021, the Company initially sold 14,375,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share, and one-half of one redeemable warrant. 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). In connection with the closing of the IPO, the Company issued to Maxim 143,750 Class A ordinary shares (the “representative shares”). In addition, Maxim has agreed not to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) from the closing of the IPO. |
Private Placement_2
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Private Placement [Line Items] | |
Private Placement | Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,250,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. 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). Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,250,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. 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_2
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Related Party Transactions [Line Items] | |
Related Party Transactions | Related Party Transactions Founder Shares On January 25, 2021, the Sponsor was issued 5,000,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) for $25,000, or approximately $0.005 per share, which proceeds were used to reduce the amount due to a related party. 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, which included up to 468,750 founder shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part. Due to the underwriters’ exercise of their full over-allotment on July 12, 2021, these 468,750 Founders Shares are no longer subject to forfeiture. 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”). Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect to any Founder Shares. Promissory Note — Related Party On January 22, 2021, the Sponsor agreed to loan the Company up to $200,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing and payable after the date of the consummation of the Public Offering. In 2021, the Company borrowed and repaid $171,356. As of December 31, 2021, the Company had no outstanding borrowings under the promissory note. 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 as of December 31, 2020, which were due upon demand. On January 25, 2021, the liability was reduced by $25,000 in exchange for the issuance of Founder Shares to the Sponsor. As of December 31, 2021, there is $73,795 due to related party for certain costs paid by the Sponsor on behalf of the Company which was repaid in March 2022. 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 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of December 31, 2021 and 2020, the Company had no borrowings under the working capital loans. 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 per month. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. For the year ended December 31, 2021, $57,742 had been paid and charged to operating expenses. There were no amounts paid or charged for the period from July 31 (inception) through December 31, 2020. Founder Shares On January 25, 2021, the Sponsor was issued 5,000,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) for $25,000, or approximately $0.005 per share, which proceeds were used to reduce the amount due to a related party. 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, which included up to 468,750 founder shares subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part. Due to the underwriters’ exercise of their full over-allotment on July 12, 2021, these 468,750 Founders Shares are no longer subject to forfeiture. 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”). Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect to any Founder Shares. Promissory Note — Related Party On January 22, 2021, the Sponsor agreed to loan the Company up to $200,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing and payable after the date of the consummation of the Public Offering. In 2021, the Company borrowed and repaid $171,356. As of March 31, 2022 and December 31, 2021, the Company had no outstanding borrowings under the promissory note. 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 as of December 31, 2020, which were due upon demand. On January 25, 2021, the liability was reduced by $25,000 in exchange for the issuance of Founder Shares to the Sponsor. As of March 31, 2022 and December 31, 2021, there is $0 and $73,795 due to related party, respectively. 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 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the working capital loans. 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 per month. Upon completion of the initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. For three months ended March 31, 2022 and March 31, 2021, $30,000 and $0 had been charged to operating expenses, respectively. |
Commitments and Contingencies_3
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies [Line Items] | |
Commitments and Contingencies | 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 , as the leaseback of both the facility and the equipment would have been classified as a finance lease upon leaseback. Therefore, the Company still maintains economic control over the facility and equipment. As of March 31, 2022, the Company has capitalized the total fair value of the facility and the equipment of approximately $7,385 thousand within “Property, plant, and equipment , net” and accounts for the cash proceeds received as a secured financing obligation. As of March 31, 2022, $6,898 thousand related to the financing obligation was classified as a long-term, while $424 thousand is classified as short-term on the unaudited condensed consolidated balance sheet. Future minimum payments of the financing obligation as of March 31, 2022 are as follows: In thousands Remainder of 2022 $ 424 2023 621 2024 640 2025 656 2026 673 Thereafter 11,858 Total undiscounted financing obligation 14,872 Less: Imputed interest (7,550) Present value of total financing obligation $ 7,322 |
Agrico Acquisition Corp. | |
Commitments and Contingencies [Line Items] | |
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) and seven (7) years after the effective date of the registration statement for the initial public offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On July 12, 2021, the underwriter fully exercised its over-allotment option. The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the Public Offering, or $5,031,250 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. 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) and seven (7) years after the effective date of the registration statement for the initial public offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On July 12, 2021, the underwriter fully exercised its over-allotment option. The underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the Public Offering, or $5,031,250 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. 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. |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Shareholders’ Equity [Line Items] | |
Shareholders’ Deficit | Shareholders’ Equity Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of$0.0001 per share. At December 31, 2021 and 2020, there were 143,750 and no Class A ordinary shares issued and shares outstanding, excluding 14,375,000 and no Class A ordinary shares subject to redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. At December 31, 2020, there were no Class B ordinary shares issued or outstanding. On January 25, 2021, the Company issued 5,000,000 Class B ordinary shares to its Sponsor. On April 9, 2021, the Sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 3,593,750 shares. As a result of the underwriters’ election to fully exercise of their over-allotment option on July 12, 2021, the 468,750 shares were no longer subject to forfeiture. As of December 31, 2021 and 2020, there were 3,593,750 and no Class B ordinary shares issued or outstanding, respectively. 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% of the sum of the total number of all ordinary shares outstanding upon completion of the Public Offering (not including Class A ordinary shares issuable to Maxim) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent securities issued to our sponsor or its affiliates upon conversion of Working Capital loans). Warrants — As of December 31, 2021, there were 7,187,500 public warrants and 7,250,000 private placement warrants outstanding. At December 31, 2020, there were no warrants outstanding. 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. The Public Warrants will become exercisable on the later of twelve months from the closing of the Public Offering and 30 days after the completion of the initial Business Combination. Only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 per warrant; • 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 (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”). 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. Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At March 31, 2022 and December 31, 2021, there were 143,750 Class A ordinary shares issued and outstanding, excluding 14,375,000 Class A ordinary shares subject to redemption. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On January 25, 2021, the Company issued 5,000,000 Class B ordinary shares to its Sponsor. On April 9, 2021, the Sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 5,000,000 shares to 3,593,750 shares. As a result of the underwriters’ election to fully exercise of their over-allotment option on July 12, 2021, the 468,750 shares were no longer subject to forfeiture. As of March 31, 2022 and December 31, 2021, there were 3,593,750 Class B ordinary shares issued or outstanding, respectively. 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% of the sum of the total number of all ordinary shares outstanding upon completion of the Public Offering (not including Class A ordinary shares issuable to Maxim) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent securities issued to our sponsor or its affiliates upon conversion of Working Capital loans). Warrants — As of March 31, 2022, and December 31, 2021, there were 7,187,500 public warrants and 7,250,000 private placement warrants outstanding. 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. The Public Warrants will become exercisable on the later of twelve months from the closing of the Public Offering and 30 days after the completion of the initial Business Combination. Only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 per warrant; • 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 (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”). 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Fair Value Measurements [Line Items] | |
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: Description Level March 31, 2022 Asset: Marketable securities held in Trust Account 1 $ 146,651,498 |
Subsequent Events_2_3_4
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Event [Line Items] | |
Subsequent Events | SUBSEQUENT EVENTS Subsequent events for recognition or disclosure have been evaluated through April 21, 2022, the date the financial statements were available to be issued. 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 with an option to extend for two 5 year terms. The based annual rent is $566 thousand. The Company received approximately $8,100 thousand in proceeds related to the sale of this property in connection with the sale-leaseback. 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 thousand on a fully diluted pro forma basis, assuming no redemptions from Agrico’s shareholders. • Based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Company shareholders. • In addition to shares of Agrico common stock, the Company’s shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of the Company at the date of completion of the transaction. 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 thousand. The facility, which matures one year from the drawdown date, will bear paid in kind interest at 8%, is secured by certain assets of the Company and, subject to required corporate approvals, will be convertible by the lenders into shares at any time following the consummation of the announced merger with Agrico. and the NASDAQ listing at a conversion price of US$10.00 / share in the merged entity. Secured Credit Facility On April 19, 2022, the Company secured a $30,000 thousand, Senior Secured Credit Facility with Farm Credit of Central Florida. $20,000 thousand of the facility is available under a term loan to support capital expenditures, whereas the remaining $10,000 thousand is available under a revolving loan for working capital needs of the Company in the United States. The credit agreement has a term of 120 months which includes standard terms and conditions customary in secured financing transactions of this nature. The principal under the term loan will bear interest at a rate of prime plus 0.750%, the principal under the revolving loan will bear interest at a rate of prime plus 0.625%. Subsequent events for recognition or disclosure have been evaluated through June 30, 2022, the date the financial statements were available to be issued. 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. On May 13, 2022, the Securities and Exchange Commission (SEC) declared effective the Registration Statement on Form S-4 of the merger between Agrico Acquisition Corp. (‘Agrico”) and the Company. On June 29, 2022, the merger was approved and the Company began trading on the Nasdaq. Key highlights of the merger include: • Based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Company shareholders. • In addition to shares of Agrico common stock, the Company’s shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of the Company at the date of completion of the transaction. • Kalera secured support agreements from shareholders representing approximately 72% of its outstanding shares. New capital is expected to provide the Company the flexibility to fuel the next generation of farms in the US and International locations. The transaction is expected to close in the second quarter of 2022. Secured Credit Facility On April 19, 2022, the Company secured a $30,000 thousand, Senior Secured Credit Facility with Farm Credit of Central Florida. $20,000 thousand of the facility is available under a term loan to support capital expenditures, whereas the remaining $10,000 thousand is available under a revolving loan for working capital needs of the Company in the United States. The credit agreement has a term of 120 months, an interest rate of 4.25% per annum and includes standard terms and conditions customary in secured financing transactions of this nature. The proceeds of the loan will be utilized to support future expansion opportunities and working capital needs of the Company. New Share Capital and Number of Shares On May 31, 2022, due to the merger between Kalera S.A. and Kalera AS a total of 105,719 thousand new shares were issued by the Company to deliver merger consideration shares to the shareholders of Kalera AS. The final number of merger consideration shares following rounding is 105,719 thousand and as a result, a total of 240 shares of the company were not allocated to shareholders and have been cancelled. The shareholders of the Company received their respective merger consideration shares through the Norwegian Central Securities Depository (VPS) on May 31, 2022. |
Agrico Acquisition Corp. | |
Subsequent Event [Line Items] | |
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. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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”).The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 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. 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 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 AS • 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) 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 March 31, 2022: Kalera AS • Kalera Inc. • Iveron Materials, Inc. • Vindara, Inc. • Kalera GmbH (Germany) • Kalera S.A. (Luxembourg) • Kalera Real Estate Holdings, LLC • Kalera Singapore PTE. LTD. • WAFRA Agriculture for Agriculture Contracting Company - SPC (Kuwait) • Kalera Middle East Holding Ltd (Dubai) |
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 operating segment for the years ended December 31, 2021 and 2020 that is engaged in the sale and production of hydroponic lettuce and micro-greens. |
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. 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 and stock-based compensation. 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. |
Revenue Recognition | The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , the core principle of which is that an entity should recognize 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. 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. For these leases, the Company capitalizes the present value of the minimum lease payments including property taxes and other common area maintenance costs over the lease terms as a right–of–use asset with an offsetting lease liability. The discount rate used to calculate the present value of the minimum lease payments is based on an incremental borrowing rate, which approximates the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term. The lease term includes any non-cancelable period for which the Company has the right to use the asset. Currently, all capitalized leases are classified as operating leases and the Company records lease expense on a straight–line basis over the term of the lease. |
Cash and Cash Equivalents | The Company considers short–term investment securities with an original maturity of three months or less to be cash equivalents. |
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 thousand was considered adequate at December 31, 2021. There was no allowance for doubtful accounts at December 31, 2020. Interest is typically not charged on past due invoices. Account balances are written-off after collection efforts have been made and the potential recovery is considered remote. |
Inventory | 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. |
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. |
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 years • Furniture, fittings & equipment: 5 years • Industrial property: 20 years • Vehicles: 6–10 years 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 |
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 and Intangible Assets | The Company follows the provisions of ASC 350 , Intangibles - Goodwill and Other , which establishes accounting standards for the impairment of long-lived assets such as intangible assets subject to amortization. Long–lived assets are reviewed annually for impairment or as events or changes in business circumstances occur, indicating that the carrying value of the asset may not be recoverable. The estimated cash flows produced by assets or asset groups, are compared to the asset carrying value to determine whether impairment exists. Such estimates involve considerable management judgment and are based upon assumptions about expected future operating performance. As a result, actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance, and economic and competitive conditions. Intangible assets are amortized using following useful lives: • Intellectual property: 10 years • Technology: 15 years • Patents, licenses and software development: 10 years |
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 | 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. |
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. |
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 |
(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. |
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. |
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. 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 effective January 1, 2022 . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity and reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As a result of the adoption of this ASU, the embedded conversion features associated with the Company’s convertible debt entered into during the first quarter of 2022 did not require separation from the debt instrument. Refer to Note 11 for further discussion regarding the Company’s convertible debt agreement. 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 . |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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”).The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 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. 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 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 AS • 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) 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 March 31, 2022: Kalera AS • Kalera Inc. • Iveron Materials, Inc. • Vindara, Inc. • Kalera GmbH (Germany) • Kalera S.A. (Luxembourg) • Kalera Real Estate Holdings, LLC • Kalera Singapore PTE. LTD. • WAFRA Agriculture for Agriculture Contracting Company - SPC (Kuwait) • Kalera Middle East Holding Ltd (Dubai) |
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. 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 and stock-based compensation. 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. |
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. 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 effective January 1, 2022 . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity and reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As a result of the adoption of this ASU, the embedded conversion features associated with the Company’s convertible debt entered into during the first quarter of 2022 did not require separation from the debt instrument. Refer to Note 11 for further discussion regarding the Company’s convertible debt agreement. 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 . |
Significant Accounting Polici_3
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies [Line Items] | |
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”).The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 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. 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. |
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. 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 and stock-based compensation. 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. |
Cash and Cash Equivalents | The Company considers short–term investment securities with an original maturity of three months or less to be cash equivalents. |
(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. |
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 |
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. |
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. 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 effective January 1, 2022 . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity and reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As a result of the adoption of this ASU, the embedded conversion features associated with the Company’s convertible debt entered into during the first quarter of 2022 did not require separation from the debt instrument. Refer to Note 11 for further discussion regarding the Company’s convertible debt agreement. 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 . |
Agrico Acquisition Corp. | |
Significant Accounting Policies [Line Items] | |
Basis of Presentation | 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. 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. |
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. 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 |
Use of 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. 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 | 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. 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 | 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: 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 March 31, 2022, the assets held in the Trust Account of $146,651,498 was held in marketable securities which are reported at fair market value. The Company’s portfolio of marketable securities held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in Trust Account. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. As of December 31, 2021, investment in the Company’s Trust Account consisted of $396 in cash and $146,644,279 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on February 24, 2022. The Company classified its U.S. 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 held until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums of discounts. 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: Carrying Gross Gross Fair Value U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — 146,645,572 |
Deferred 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 against |
(Loss) Earnings Per Share | 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 of our Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Year ended December 31, 2021 For the period from July 31, 2020 (inception)through December 31, 2020 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) $ — $ — 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 of our Class A ordinary shares in the calculation of diluted loss per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. 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 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. |
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 sheet, 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 sheets, primarily due to their short-term nature. |
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 December 31, 2021, 14,375,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. 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: 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 March 31, 2022 and December 31, 2021, 14,375,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets. 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: 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 | 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. 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 | 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Recently Issued 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. |
Significant Accounting Polici_4
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies [Line Items] | |
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”).The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 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. 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. |
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. 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 and stock-based compensation. 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. |
Cash and Cash Equivalents | The Company considers short–term investment securities with an original maturity of three months or less to be cash equivalents. |
(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. |
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 |
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. |
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. 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 effective January 1, 2022 . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity and reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As a result of the adoption of this ASU, the embedded conversion features associated with the Company’s convertible debt entered into during the first quarter of 2022 did not require separation from the debt instrument. Refer to Note 11 for further discussion regarding the Company’s convertible debt agreement. 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 . |
Agrico Acquisition Corp. | |
Significant Accounting Policies [Line Items] | |
Basis of Presentation | 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. 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. |
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. 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 |
Use of 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. 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 | 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. 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 | 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: 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 March 31, 2022, the assets held in the Trust Account of $146,651,498 was held in marketable securities which are reported at fair market value. The Company’s portfolio of marketable securities held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities held in Trust Account. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. As of December 31, 2021, investment in the Company’s Trust Account consisted of $396 in cash and $146,644,279 in U.S. Treasury Securities. All of the U.S. Treasury Securities will mature on February 24, 2022. The Company classified its U.S. 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 held until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums of discounts. 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: Carrying Gross Gross Fair Value U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — 146,645,572 |
Deferred 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 against |
(Loss) Earnings Per Share | 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 of our Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. For the Year ended December 31, 2021 For the period from July 31, 2020 (inception)through December 31, 2020 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) $ — $ — 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 of our Class A ordinary shares in the calculation of diluted loss per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. 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 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. |
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 sheet, 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 sheets, primarily due to their short-term nature. |
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 December 31, 2021, 14,375,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet. 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: 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 March 31, 2022 and December 31, 2021, 14,375,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets. 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: 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 | 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. 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 | 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Recently Issued 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. |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of 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. 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 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. In thousands Unaudited March 31, 2022 December 31, 2021 Raw materials and supplies $ 423 $ 456 Work in process 233 76 Finished goods 692 658 Total inventories $ 1,348 $ 1,190 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net, consists of the following: 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 Property, plant and equipment, net, consists of the following: In thousands Unaudited March 31, 2022 December 31, 2021 Production facilities $ 63,823 $ 53,590 Furniture, fittings & equipment 5,337 5,223 Industrial property — 3,659 Vehicles 402 244 Assets under construction 74,902 68,207 Less: accumulated depreciation (4,022) (2,761) Total property, plant and equipment, net $ 140,442 $ 128,162 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of December 31, 2021 are as follows: December 31, In thousands 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 In thousands Remainder of 2022 $ 3,760 2023 5,102 2024 5,196 2025 5,284 2026 5,363 Thereafter 86,214 Total undiscounted operating lease payments 110,919 Less: Imputed interest (51,810) Present value of total operating leases $ 59,109 |
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: 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 Related to Operating Leases | Supplemental cash flow and other information related to operating leases are as follows: 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_3
GOODWILL AND BUSINESS ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: ASSETS ACQUIRED Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 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 &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 86,569 LIABILITIES ASSUMED Accounts payable and accruals 3,140 Lease liabilities 5,941 Deferred tax liability 6,837 15,918 FAIR VALUE OF NET ASSETS ACQUIRED 70,651 PURCHASE PRICE 118,633 EXCESS ATTRIBUTABLE TO GOODWILL $ 47,982 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 11,219 LIABILITIES ASSUMED Accounts payable and accrued liabilities 284 Deferred tax liability 166 450 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 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: ASSETS ACQUIRED In thousands Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 2,847 FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 In thousands Unaudited March 31, 2022 December 31, 2021 Technology $ 62,150 $ 62,150 Less: accumulated amortization (2,055) (1,018) Net book value - Technology 60,095 61,132 Intellectual property 9,250 9,250 Less: accumulated amortization (925) (694) Net book value - Intellectual property 8,325 8,556 Patents, licences and software development 2,822 2,822 Less: accumulated amortization (223) (139) Net book value - Patents, licences and software development 2,599 2,683 Total intangible assets, net $ 71,019 $ 72,371 The weighted average amortization period remaining as of March 31, 2022 is as follows: Intellectual property 9.00 years Technology 14.50 years Patents, licences and software development 9.00 years |
Schedule of Expected Amortization Expenses | Estimated amortization expense for each of the five succeeding years is as follows: December 31, Technology Intellectual Property Patents, licenses and software development Total In thousands 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 Technology Intellectual Property Patents, licence, and software development Total Remainder of 2022 $ 3,106 $ 694 $ 480 $ 4,280 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 71,019 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table represents stock option activity for the years ended December 31, 2021 and 2020, respectively: Employee share based option program Weighted average share price Number of shares Options outstanding, January 1, 2020 $ 0.75 5,000 Granted $ 0.75 5,930 Exercised — — Forfeited, expired and cancelled — — Options outstanding, December 31, 2020 $ 0.75 10,930 Granted 3.34 4,165 Exercised — — Forfeited, expired and cancelled (1.01) (1,985) Options outstanding, December 31, 2021 $ 1.98 13,110 Options exercisable, December 31, 2021 5,115 Employee share based option program Weighted average Grant Date Fair Value Number of shares Non-vested, January 1, 2020 $ 0.93 5,000 Granted $ 0.93 5,930 Exercised — — Forfeited, expired and cancelled — — Non-vested, December 31, 2020 $ 0.93 10,930 Granted 1.52 4,165 Forfeited, expired and cancelled 0.35 (1,985) Vested 0.62 (5,115) Options outstanding, December 31, 2021 $ 1.25 7,995 |
Schedule of Fair Value Inputs for Share-Based Compensation | The assumptions used in the Black-Scholes option pricing model, along with the certain other information regarding share-based compensation awards is as follows: 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 $ 1.52 $ 1.45 Weighted average exercise price - minimum $ 1.64 $ 1.00 Weighted average exercise price - maximum $ 5.00 $ 2.75 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) | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table provides all changes to the company’s 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 The following table provides all changes to the company’s asset retirement obligations. In thousands Asset retirement obligations at March 31, 2021 $ 588 Liabilities incurred 889 Accretion expenses 50 Asset retirement obligations at December 31, 2021 1,527 Liabilities incurred — Accretion expenses 63 Asset retirement obligations at March 31, 2022 $ 1,590 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Tax Expense (Benefit) | Loss before income tax (benefit), expense consists of the following: 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 Benefit | The components of the income tax benefit are as follows: 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: 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: 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 % |
DISAGGREGATED REVENUES BY CUS_3
DISAGGREGATED REVENUES BY CUSTOMER TYPE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues | In thousands December 31, 2021 December 31, 2020 Food Service Revenue $ 1,575 $ 169 Retail Revenue 1,280 718 Net sales $ 2,855 $ 887 In thousands Unaudited March 31, 2022 Unaudited March 31, 2021 Food service revenue $ 759 $ 294 Retail revenue 718 45 Net sales $ 1,477 $ 339 |
INVENTORY (Tables)_2
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of 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. 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 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. In thousands Unaudited March 31, 2022 December 31, 2021 Raw materials and supplies $ 423 $ 456 Work in process 233 76 Finished goods 692 658 Total inventories $ 1,348 $ 1,190 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net, consists of the following: 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 Property, plant and equipment, net, consists of the following: In thousands Unaudited March 31, 2022 December 31, 2021 Production facilities $ 63,823 $ 53,590 Furniture, fittings & equipment 5,337 5,223 Industrial property — 3,659 Vehicles 402 244 Assets under construction 74,902 68,207 Less: accumulated depreciation (4,022) (2,761) Total property, plant and equipment, net $ 140,442 $ 128,162 |
LEASES (Tables)_2
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of December 31, 2021 are as follows: December 31, In thousands 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 In thousands Remainder of 2022 $ 3,760 2023 5,102 2024 5,196 2025 5,284 2026 5,363 Thereafter 86,214 Total undiscounted operating lease payments 110,919 Less: Imputed interest (51,810) Present value of total operating leases $ 59,109 |
GOODWILL AND BUSINESS ACQUISI_4
GOODWILL AND BUSINESS ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: ASSETS ACQUIRED Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 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 &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 86,569 LIABILITIES ASSUMED Accounts payable and accruals 3,140 Lease liabilities 5,941 Deferred tax liability 6,837 15,918 FAIR VALUE OF NET ASSETS ACQUIRED 70,651 PURCHASE PRICE 118,633 EXCESS ATTRIBUTABLE TO GOODWILL $ 47,982 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 11,219 LIABILITIES ASSUMED Accounts payable and accrued liabilities 284 Deferred tax liability 166 450 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 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: ASSETS ACQUIRED In thousands Prepaid expenses, deposits and fixed assets $ 59 Licenses 1,700 Intellectual property 9,250 11,009 LIABILITIES ASSUMED Accounts payable and other liabilities 50 Accrued salary and benefits 22 Deferred tax liability 2,775 2,847 FAIR VALUE OF NET ASSETS ACQUIRED 8,162 PURCHASE PRICE 22,592 EXCESS ATTRIBUTABLE TO GOODWILL $ 14,430 |
Schedule of Goodwill Acquired | In thousands Unaudited March 31, 2022 December 31, 2021 Goodwill attributed to the following acquisitions: Vindara $ 14,430 $ 14,430 Kalera GmbH 46,692 47,982 Kalera Middle East 5,853 5,853 Other 156 156 $ 67,131 $ 68,421 |
INTANGIBLE ASSETS (Tables)_2
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Weighted Average Remaining Amortization Period | 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 In thousands Unaudited March 31, 2022 December 31, 2021 Technology $ 62,150 $ 62,150 Less: accumulated amortization (2,055) (1,018) Net book value - Technology 60,095 61,132 Intellectual property 9,250 9,250 Less: accumulated amortization (925) (694) Net book value - Intellectual property 8,325 8,556 Patents, licences and software development 2,822 2,822 Less: accumulated amortization (223) (139) Net book value - Patents, licences and software development 2,599 2,683 Total intangible assets, net $ 71,019 $ 72,371 The weighted average amortization period remaining as of March 31, 2022 is as follows: Intellectual property 9.00 years Technology 14.50 years Patents, licences and software development 9.00 years |
Schedule of Expected Amortization Expenses | Estimated amortization expense for each of the five succeeding years is as follows: December 31, Technology Intellectual Property Patents, licenses and software development Total In thousands 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 Technology Intellectual Property Patents, licence, and software development Total Remainder of 2022 $ 3,106 $ 694 $ 480 $ 4,280 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 71,019 |
ASSET RETIREMENT OBLIGATIONS _2
ASSET RETIREMENT OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table provides all changes to the company’s 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 The following table provides all changes to the company’s asset retirement obligations. In thousands Asset retirement obligations at March 31, 2021 $ 588 Liabilities incurred 889 Accretion expenses 50 Asset retirement obligations at December 31, 2021 1,527 Liabilities incurred — Accretion expenses 63 Asset retirement obligations at March 31, 2022 $ 1,590 |
DISAGGREGATED REVENUES BY CUS_4
DISAGGREGATED REVENUES BY CUSTOMER TYPE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues | In thousands December 31, 2021 December 31, 2020 Food Service Revenue $ 1,575 $ 169 Retail Revenue 1,280 718 Net sales $ 2,855 $ 887 In thousands Unaudited March 31, 2022 Unaudited March 31, 2021 Food service revenue $ 759 $ 294 Retail revenue 718 45 Net sales $ 1,477 $ 339 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Financing Obligations | Future minimum payments of the financing obligation as of March 31, 2022 are as follows: In thousands Remainder of 2022 $ 424 2023 621 2024 640 2025 656 2026 673 Thereafter 11,858 Total undiscounted financing obligation 14,872 Less: Imputed interest (7,550) Present value of total financing obligation $ 7,322 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Ordinary Share | Basic and diluted net loss per ordinary share is calculated as follows: Unaudited Three Months Ended In thousands, except per share data March 31, 2022 March 31, 2021 Numerator: Net Loss $ (16,318) $ (5,897) Denominator: Weighted average number of common shares - basic 209,355 163,260 Net loss per ordinary share: Basic and diluted $ (0.08) $ (0.04) |
Significant Accounting Polici_5
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies [Line Items] | |
Schedule of Basic and Diluted Loss per Ordinary Share | Basic and diluted net loss per ordinary share is calculated as follows: Unaudited Three Months Ended In thousands, except per share data March 31, 2022 March 31, 2021 Numerator: Net Loss $ (16,318) $ (5,897) Denominator: Weighted average number of common shares - basic 209,355 163,260 Net loss per ordinary share: Basic and diluted $ (0.08) $ (0.04) |
Agrico Acquisition Corp. | |
Significant Accounting Policies [Line Items] | |
Schedule of unrealized holding loss and fair value of held to maturity securities | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: 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 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: Carrying Gross Gross Fair Value U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — 146,645,572 |
Schedule of Basic and Diluted Loss per Ordinary Share | For the Year ended December 31, 2021 For the period from July 31, 2020 (inception)through December 31, 2020 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) $ — $ — 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 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 reflected on the balance sheet | As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table: 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 March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: 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 |
Significant Accounting Polici_6
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies [Line Items] | |
Schedule of Basic and Diluted Loss per Ordinary Share | Basic and diluted net loss per ordinary share is calculated as follows: Unaudited Three Months Ended In thousands, except per share data March 31, 2022 March 31, 2021 Numerator: Net Loss $ (16,318) $ (5,897) Denominator: Weighted average number of common shares - basic 209,355 163,260 Net loss per ordinary share: Basic and diluted $ (0.08) $ (0.04) |
Agrico Acquisition Corp. | |
Significant Accounting Policies [Line Items] | |
Schedule of unrealized holding loss and fair value of held to maturity securities | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: 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 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: Carrying Gross Gross Fair Value U.S. Treasury Securities 146,644,279 897 — 146,645,176 Cash 396 — — 396 $ 146,644,675 $ 897 $ — 146,645,572 |
Schedule of Basic and Diluted Loss per Ordinary Share | For the Year ended December 31, 2021 For the period from July 31, 2020 (inception)through December 31, 2020 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) $ — $ — 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 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 reflected on the balance sheet | As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table: 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 March 31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets are reconciled in the following table: 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Agrico Acquisition Corp. | |
Fair Value Measurements [Line Items] | |
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: Description Level March 31, 2022 Asset: Marketable securities held in Trust Account 1 $ 146,651,498 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - hydroponicFarm | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of large scale hydroponic farms | 4 | 4 | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) segment | Mar. 04, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Accounting Policies [Abstract] | ||||||
Number of operating segments | segment | 1 | 1 | ||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | $ 5,458 | $ 16,146 | $ 113,353 | |||
Amount of cash held outside of FDIC limit | 1,305 | 4,072 | ||||
Trade receivables, allowance for credit losses | 23 | 0 | ||||
Cost of good produced but not yet sold | 6,475 | 1,828 | ||||
Goodwill impairment | 0 | 0 | ||||
Advertising expenses | 510 | 181 | ||||
Net loss | 16,318 | $ 5,897 | 40,057 | 8,657 | ||
Accumulated deficit | 78,924 | 62,606 | 378 | |||
Gross proceeds from sale-leaseback transaction | 8,100 | |||||
Convertible debt | 10,051 | 0 | $ 10,000 | |||
Convertible Debt | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Borrowing capacity under convertible bridge financing facility | 20,000 | $ 20,000 | $ 3,000 | |||
Convertible debt | $ 10,000 | |||||
US | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | 1,824 | 6,097 | ||||
Foreign | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | $ 14,322 | $ 107,256 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Production facilities | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Furniture, fittings & equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Industrial property | |
Property, Plant and Equipment [Line Items] | |
Useful life | 20 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 6 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Intellectual property | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 10 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 15 years |
Patents, licences and software development | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark | Customer Concentration Risk | Five Customers | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 68% | 43% |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 423 | $ 456 | $ 38 |
Work in process | 233 | 76 | 11 |
Finished goods | 692 | 658 | 55 |
Total inventories | $ 1,348 | $ 1,190 | $ 104 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Less: accumulated depreciation | $ (4,022) | $ (2,761) | $ (891) | |
Total property, plant and equipment, net | 140,442 | 128,162 | 28,506 | |
Depreciation expense | 1,261 | $ 168 | 2,238 | 523 |
Loss incurred from asset impairments | 1,051 | |||
Proceeds from insurance carrier | 650 | |||
Production facilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 63,823 | 53,590 | 9,046 | |
Furniture, fittings & equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 5,337 | 5,223 | 957 | |
Industrial property | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 0 | 3,659 | 0 | |
Vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 402 | 244 | 55 | |
Assets under construction | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 74,902 | $ 68,207 | $ 19,340 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 USD ($) renewalTerm | Dec. 31, 2020 USD ($) | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||||
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% | 7.64% | 9.14% |
Weighted average lease term | 18 years 8 months 8 days | 17 years 8 months 12 days | 18 years 6 months | 18 years 8 months 26 days |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2022 | $ 5,102 | $ 4,972 |
2023 | 5,196 | 5,103 |
2024 | 5,284 | 5,196 |
2025 | 5,363 | 5,284 |
2026 | 5,363 | |
Thereafter | 86,213 | |
Total undiscounted operating lease payments | 110,919 | 112,131 |
Less: Imputed interest | (51,810) | (52,796) |
Present value of total operating leases | $ 59,109 | $ 59,335 |
LEASES - Operating Lease, ROU A
LEASES - Operating Lease, ROU Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Lease, Right-Of-Use Asset [Roll Forward] | ||
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 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
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_5
GOODWILL AND BUSINESS ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Oct. 13, 2021 | Oct. 01, 2021 | Mar. 10, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||||
Payment for acquisition, net of cash acquired | $ 0 | $ 14,213 | $ 49,722 | $ 0 | ||||||
Vindara | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 100% | |||||||||
Purchase price | $ 22,629 | |||||||||
Acquisition related costs | $ 300 | |||||||||
Expected economic life of acquired identifiable assets | 10 years | |||||||||
Loss from acquiree since date of acquisition | $ 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 | ||||||||
&ever GmBH | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 100% | |||||||||
Purchase price | $ 118,663 | |||||||||
Acquisition related costs | 421 | |||||||||
Loss from acquiree since date of acquisition | $ 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 | ||||||||
Actual revenues since date of acquisition | $ 128 | |||||||||
Number of shares issued in acquisition (in shares) | 27,856,081 | |||||||||
&ever GmBH | &ever Middle East Holding Ltd | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 50% | |||||||||
&ever GmBH | Smart Soil Technologies GmbH | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 25% | |||||||||
&ever Middle East Holding Ltd | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of outstanding equity acquired | 50% | |||||||||
Loss from acquiree since date of acquisition | $ 465 | |||||||||
Purchase price, net of cash | $ 8,258 | |||||||||
Payment for acquisition, net of cash acquired | 1,899 | |||||||||
Value of shares issued as consideration | $ 6,359 | |||||||||
Actual revenues since date of acquisition | $ 125 |
GOODWILL AND BUSINESS ACQUISI_6
GOODWILL AND BUSINESS ACQUISITIONS - Schedule of Identifiable Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 13, 2021 | Oct. 01, 2021 | Mar. 10, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
LIABILITIES ASSUMED | ||||||
EXCESS ATTRIBUTABLE TO GOODWILL | $ 67,131 | $ 68,421 | $ 156 | |||
Vindara | ||||||
ASSETS ACQUIRED | ||||||
Prepaid expenses, deposits and fixed assets | $ 59 | |||||
Total assets acquired | 11,009 | |||||
LIABILITIES ASSUMED | ||||||
Accounts payable, accruals 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 | |||
&ever GmBH | ||||||
ASSETS ACQUIRED | ||||||
Right-of-use assets, net | $ 5,552 | |||||
Other assets | 1,448 | |||||
Fixed assets | 8,711 | |||||
Intangible assets | 61,100 | |||||
Total assets acquired | 86,569 | |||||
LIABILITIES ASSUMED | ||||||
Accounts payable, accruals and other liabilities | 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 | |||||
&ever GmBH | Smart Soil Technologies GmbH | ||||||
ASSETS ACQUIRED | ||||||
Equity investment | 1,394 | |||||
&ever GmBH | &ever Middle East Holding Ltd | ||||||
ASSETS ACQUIRED | ||||||
Equity investment | $ 8,364 | |||||
&ever Middle East Holding Ltd | ||||||
ASSETS ACQUIRED | ||||||
Fixed assets | $ 9,810 | |||||
Accounts receivable, prepaids, and inventory | 359 | |||||
Intangible assets | 1,050 | |||||
Total assets acquired | 11,219 | |||||
LIABILITIES ASSUMED | ||||||
Accounts payable, accruals and other 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 | |||||
Licenses | Vindara | ||||||
ASSETS ACQUIRED | ||||||
Intangible assets | 1,700 | |||||
Intellectual property | Vindara | ||||||
ASSETS ACQUIRED | ||||||
Intangible assets | $ 9,250 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets, net | $ 71,019 | $ 72,371 | $ 530 | |
Amortization expense | 1,352 | $ 0 | 1,851 | 0 |
Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, gross | 62,150 | 62,150 | 0 | |
Less: accumulated amortization | (2,055) | (1,018) | ||
Total intangible assets, net | 60,095 | 61,132 | ||
Intellectual property | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, gross | 9,250 | 9,250 | 0 | |
Less: accumulated amortization | (925) | (694) | ||
Total intangible assets, net | 8,325 | 8,556 | ||
Patents, licences and software development | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, gross | 2,822 | 2,822 | 530 | |
Less: accumulated amortization | (223) | (139) | ||
Total intangible assets, net | $ 2,599 | $ 2,683 | $ 530 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Expected Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | $ 5,632 | $ 5,632 | |
2023 | 5,632 | 5,632 | |
2024 | 5,632 | 5,632 | |
2025 | 5,632 | 5,632 | |
2026 | 5,632 | ||
Thereafter | 44,211 | ||
Total intangible assets, net | 71,019 | 72,371 | $ 530 |
Technology | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | 4,143 | 4,143 | |
2023 | 4,143 | 4,143 | |
2024 | 4,143 | 4,143 | |
2025 | 4,143 | 4,143 | |
2026 | 4,143 | ||
Thereafter | 40,433 | ||
Total intangible assets, net | 60,095 | 61,132 | |
Intellectual property | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | 925 | 925 | |
2023 | 925 | 925 | |
2024 | 925 | 925 | |
2025 | 925 | 925 | |
2026 | 925 | ||
Thereafter | 3,778 | ||
Total intangible assets, net | 8,325 | 8,556 | |
Patents, licences and software development | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | 564 | 564 | |
2023 | 564 | 564 | |
2024 | 564 | 564 | |
2025 | 564 | 564 | |
2026 | 564 | ||
Thereafter | 0 | ||
Total intangible assets, net | $ 2,599 | $ 2,683 | $ 530 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price as a percentage of fair market value of shares on grant date | 100% | |
Number of shares authorized for issuance (in shares) | 13,500 | 10,970 |
Vesting period | 4 years | 4 years |
Granted (in shares) | 4,165 | 5,930 |
Granted, weighted average share price (in dollars per share) | $ 3.34 | $ 0.75 |
Term of stock options | 8 years | 8 years |
Granted, grant date fair value (in dollars per share) | $ 1.52 | $ 0.93 |
Incentive Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price as a percentage of fair market value of shares on grant date | 110% | |
Percentage of voting power | 10% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, weighted average share price (in dollars per share) | $ 1.64 | 1 |
Granted, grant date fair value (in dollars per share) | 0.80 | 0.20 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, weighted average share price (in dollars per share) | 5 | 2.75 |
Granted, grant date fair value (in dollars per share) | $ 3.35 | $ 2.09 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Options Outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted average share price | ||
Beginning balance (in dollars per share) | $ 0.75 | $ 0.75 |
Granted (in dollars per share) | 3.34 | 0.75 |
Exercised (in dollars per share) | 0 | 0 |
Forfeited, expired and cancelled (in dollars per share) | (1.01) | 0 |
Ending balance (in dollars per share) | $ 1.98 | $ 0.75 |
Number of shares | ||
Beginning balance (in shares) | 10,930 | 5,000 |
Granted (in shares) | 4,165 | 5,930 |
Exercised (in shares) | 0 | 0 |
Forfeited, expired and cancelled (in shares) | (1,985) | 0 |
Ending balance (in shares) | 13,110 | 10,930 |
Options exercisable (in shares) | 5,115 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Non-Vested Options (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0.93 | $ 0.93 |
Granted, grant date fair value (in dollars per share) | 1.52 | 0.93 |
Exercised (in dollars per share) | 0 | 0 |
Forfeited, expired and cancelled (in dollars per share) | 0.35 | 0 |
Vested (in dollars per share) | 0.62 | |
Ending balance (in dollars per share) | $ 1.25 | $ 0.93 |
Number of shares | ||
Beginning balance (in shares) | 10,930 | 5,000 |
Granted (in shares) | 4,165 | 5,930 |
Exercised (in shares) | 0 | 0 |
Forfeited, expired and cancelled (in shares) | (1,985) | 0 |
Vested (in shares) | (5,115) | |
Ending balance (in shares) | 7,995 | 10,930 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Fair Value Inputs (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 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 (in dollars per share) | $ 1.52 | $ 1.45 | ||
Weighted average exercise price (in dollars per share) | $ 3.34 | $ 0.75 | ||
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 | $ 812 | $ 1,428 | $ 2,565 | $ 996 |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price (in dollars per share) | $ 1.64 | $ 1 | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price (in dollars per share) | $ 5 | $ 2.75 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Beginning balance | $ 1,527 | $ 588 | $ 588 | $ 204 |
Liabilities incurred | 0 | 889 | 334 | |
Accretion expenses | 63 | $ 50 | 50 | 50 |
Ending balance | $ 1,590 | $ 1,527 | $ 588 |
INCOME TAXES - Schedule of Loss
INCOME TAXES - Schedule of Loss before Income Tax Expense (Benefit) (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) | 0 |
Loss before income taxes | $ (41,314) | $ (8,657) |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred: | ||||
Domestic - Federal | $ 569 | $ 0 | ||
Foreign | 762 | 0 | ||
Deferred income tax benefit | $ 755 | $ 0 | $ 1,331 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net deferred tax liability (asset) | $ 8,447 | $ 0 |
Net operating loss carryforwards | 102,970 | 50,000 |
Valuation allowance | $ 20,508 | $ 10,761 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - 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 | 0 |
Prepaid expenses | 133 | 6 |
Lease liability | 13,495 | 2,394 |
Total deferred tax liability | 26,391 | 3,048 |
Net deferred tax assets | $ (8,447) | $ 0 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Tax Rate (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Statutory rate | 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 | 4.40% | 0% | 2.90% | 0% |
CONVERTIBLE LOAN (Details)
CONVERTIBLE LOAN (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 shares | Mar. 31, 2022 USD ($) | Mar. 04, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Common Stock | ||||
Short-Term Debt [Line Items] | ||||
Number of shares of common stock converted (in shares) | shares | 6,266,000 | |||
Convertible Debt | ||||
Short-Term Debt [Line Items] | ||||
Borrowing capacity under convertible bridge financing facility | $ | $ 20,000 | $ 20,000 | $ 3,000 |
GAIN ON FORGIVENESS OF DEBT (De
GAIN ON FORGIVENESS OF DEBT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Gain on forgiveness of debt | $ 0 | $ 328 |
Payment Protection Program | ||
Debt Instrument [Line Items] | ||
Face amount | $ 328 | |
Debt term | 2 years | |
Interest rate | 1% | |
Gain on forgiveness of debt | $ 328 |
DEBT (Details)
DEBT (Details) - Debt Facility - DNB Bank ASA - USD ($) $ in Thousands | 1 Months Ended | ||
Sep. 30, 2021 | Oct. 31, 2021 | Aug. 09, 2021 | |
Short-Term Debt [Line Items] | |||
Face amount | $ 35,000 | ||
Amount borrowed under debt facility agreement | $ 34,000 | ||
Principal payments | $ 34,000 | ||
Payments of fees and interest | $ 1,800 | ||
Interest rate | 0.90% | ||
Effective interest rate | 0.90% |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment | $ 1,267 | $ 1,322 | $ 0 | |
Equity in net loss of affiliate | $ 25 | $ 0 | 74 | $ 0 |
&ever GmBH | Smart Soil | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire equity method investments | $ 1,322 | |||
Ownership percentage | 25% |
RETIREMENT PLAN (Details)
RETIREMENT PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employer contributions | $ 68 | $ 0 |
DISAGGREGATED REVENUES BY CUS_5
DISAGGREGATED REVENUES BY CUSTOMER TYPE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,477 | $ 339 | $ 2,855 | $ 887 |
Food Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 759 | 294 | 1,575 | 169 |
Retail Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 718 | $ 45 | $ 1,280 | $ 718 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Jun. 29, 2022 USD ($) stockPayment contingentValueRight $ / shares | Apr. 19, 2022 USD ($) | Mar. 07, 2022 USD ($) $ / shares | Jan. 25, 2022 USD ($) renewalTerm | Mar. 31, 2022 USD ($) | Mar. 04, 2022 USD ($) $ / shares | Dec. 31, 2019 USD ($) | |
Subsequent Event [Line Items] | |||||||
Gross proceeds from sale of property | $ 8,100 | ||||||
Convertible Debt | |||||||
Subsequent Event [Line Items] | |||||||
Borrowing capacity under convertible bridge financing facility | $ 20,000 | $ 20,000 | $ 3,000 | ||||
Payment in kind interest rate | 8% | ||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Initial term of sale leaseback | 20 years | ||||||
Number of extension options | renewalTerm | 2 | ||||||
Renewal term | 5 years | ||||||
Based annual rate | $ 566 | ||||||
Gross proceeds from sale of property | $ 8,100 | ||||||
Combined equity value | $ 375,000 | ||||||
Exchange ratio | 0.091 | ||||||
Number of contractual contingent value rights received by shareholders | contingentValueRight | 1 | ||||||
Number of stock payments received by shareholders | stockPayment | 2 | ||||||
Stock payment, percent of fully diluted equity | 5% | ||||||
Subsequent Event | Senior Secured Credit Facility | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Debt term | 120 months | ||||||
Payment in kind interest rate | 4.25% | ||||||
Borrowing capacity under credit agreement | $ 30,000 | ||||||
Subsequent Event | Senior Secured Credit Facility | Line of Credit | Term Loan | |||||||
Subsequent Event [Line Items] | |||||||
Borrowing capacity under convertible bridge financing facility | $ 20,000 | ||||||
Subsequent Event | Senior Secured Credit Facility | Line of Credit | Term Loan | Prime Rate | |||||||
Subsequent Event [Line Items] | |||||||
Variable rate | 0.75% | ||||||
Subsequent Event | Senior Secured Credit Facility | Line of Credit | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Borrowing capacity under credit agreement | $ 10,000 | ||||||
Subsequent Event | Senior Secured Credit Facility | Line of Credit | Revolving Credit Facility | Prime Rate | |||||||
Subsequent Event [Line Items] | |||||||
Variable rate | 0.625% | ||||||
Subsequent Event | Convertible Debt | |||||||
Subsequent Event [Line Items] | |||||||
Borrowing capacity under convertible bridge financing facility | $ 20,000 | ||||||
Debt term | 1 year | ||||||
Payment in kind interest rate | 8% | ||||||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||||||
Subsequent Event | Agrico Acquisition Corp. | |||||||
Subsequent Event [Line Items] | |||||||
Common stock price (in dollars per share) | $ / shares | $ 10 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Jan. 25, 2022 USD ($) | Mar. 31, 2022 USD ($) hydroponicFarm | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) hydroponicFarm | Dec. 31, 2020 USD ($) hydroponicFarm | Apr. 19, 2022 USD ($) | Mar. 07, 2022 USD ($) | Mar. 04, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Number of large scale hydroponic farms | hydroponicFarm | 4 | 4 | 1 | ||||||
Net loss | $ 16,318 | $ 5,897 | $ 40,057 | $ 8,657 | |||||
Accumulated deficit | 78,924 | 62,606 | $ 378 | ||||||
Gross proceeds from sale-leaseback transaction | 8,100 | ||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible debt | 10,051 | $ 0 | $ 10,000 | ||||||
Subsequent Event | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Gross proceeds from sale-leaseback transaction | $ 8,100 | ||||||||
Line of Credit | Senior Secured Credit Facility | Subsequent Event | |||||||||
Short-Term Debt [Line Items] | |||||||||
Borrowing capacity under credit agreement | $ 30,000 | ||||||||
Line of Credit | Term Loan | Senior Secured Credit Facility | Subsequent Event | |||||||||
Short-Term Debt [Line Items] | |||||||||
Borrowing capacity under convertible bridge financing facility | 20,000 | ||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Credit Facility | Subsequent Event | |||||||||
Short-Term Debt [Line Items] | |||||||||
Borrowing capacity under credit agreement | $ 10,000 | ||||||||
Convertible Debt | |||||||||
Short-Term Debt [Line Items] | |||||||||
Borrowing capacity under convertible bridge financing facility | 20,000 | $ 20,000 | $ 3,000 | ||||||
Convertible debt | $ 10,000 | ||||||||
Convertible Debt | Subsequent Event | |||||||||
Short-Term Debt [Line Items] | |||||||||
Borrowing capacity under convertible bridge financing facility | $ 20,000 |
INVENTORY (Details)_2
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 423 | $ 456 | $ 38 |
Work in process | 233 | 76 | 11 |
Finished goods | 692 | 658 | 55 |
Total inventories | $ 1,348 | $ 1,190 | $ 104 |
PROPERTY, PLANT AND EQUIPMENT_5
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Less: accumulated depreciation | $ (4,022) | $ (2,761) | $ (891) | |
Total property, plant and equipment, net | 140,442 | 128,162 | 28,506 | |
Depreciation expense | 1,261 | $ 168 | 2,238 | 523 |
Production facilities | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 63,823 | 53,590 | 9,046 | |
Furniture, fittings & equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 5,337 | 5,223 | 957 | |
Industrial property | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 0 | 3,659 | 0 | |
Vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 402 | 244 | 55 | |
Assets under construction | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 74,902 | $ 68,207 | $ 19,340 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||||
Weighted average incremental borrowing rate | 7.64% | 7.67% | 9.14% | 9.14% |
Weighted average lease term | 18 years 6 months | 18 years 8 months 8 days | 18 years 8 months 26 days | 17 years 8 months 12 days |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||||
Remainder of 2022 | $ 3,760 | |||
2023 | 5,102 | $ 4,972 | ||
2024 | 5,196 | 5,103 | ||
2025 | 5,284 | 5,196 | ||
2026 | 5,363 | 5,284 | ||
Thereafter | 86,214 | |||
Total undiscounted operating lease payments | 110,919 | 112,131 | ||
Less: Imputed interest | (51,810) | (52,796) | ||
Present value of total operating leases | $ 59,109 | $ 59,335 |
GOODWILL AND BUSINESS ACQUISI_7
GOODWILL AND BUSINESS ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 10, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Payment for acquisition, net of cash acquired | $ 0 | $ 14,213 | $ 49,722 | $ 0 | |
Vindara | |||||
Business Acquisition [Line Items] | |||||
Percentage of outstanding equity acquired | 100% | ||||
Purchase price | $ 22,629 | ||||
Acquisition related costs | $ 300 | ||||
Expected economic life of acquired identifiable assets | 10 years | ||||
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 |
GOODWILL AND BUSINESS ACQUISI_8
GOODWILL AND BUSINESS ACQUISITIONS - Schedule of Identifiable Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 10, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
LIABILITIES ASSUMED | ||||
EXCESS ATTRIBUTABLE TO GOODWILL | $ 67,131 | $ 68,421 | $ 156 | |
Vindara | ||||
ASSETS ACQUIRED | ||||
Prepaid expenses, deposits and fixed assets | $ 59 | |||
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 | $ 14,430 | $ 14,430 | |
Licenses | Vindara | ||||
ASSETS ACQUIRED | ||||
Intangible assets | 1,700 | |||
Intellectual property | Vindara | ||||
ASSETS ACQUIRED | ||||
Intangible assets | $ 9,250 |
GOODWILL AND BUSINESS ACQUISI_9
GOODWILL AND BUSINESS ACQUISITIONS - Schedule of Goodwill Acquired (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 10, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 67,131 | $ 68,421 | $ 156 | |
Vindara | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 14,430 | 14,430 | $ 14,430 | |
Kalera GmbH | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 46,692 | 47,982 | ||
Kalera Middle East | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 5,853 | 5,853 | ||
Other | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 156 | $ 156 |
INTANGIBLE ASSETS - Summary o_2
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets, net | $ 71,019 | $ 72,371 | $ 530 | |
Amortization expense | 1,352 | $ 0 | 1,851 | 0 |
Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, gross | 62,150 | 62,150 | 0 | |
Less: accumulated amortization | (2,055) | (1,018) | ||
Total intangible assets, net | 60,095 | 61,132 | ||
Intellectual property | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, gross | 9,250 | 9,250 | 0 | |
Less: accumulated amortization | (925) | (694) | ||
Total intangible assets, net | 8,325 | 8,556 | ||
Patents, licences and software development | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, gross | 2,822 | 2,822 | 530 | |
Less: accumulated amortization | (223) | (139) | ||
Total intangible assets, net | $ 2,599 | $ 2,683 | $ 530 |
INTANGIBLE ASSETS - Schedule _2
INTANGIBLE ASSETS - Schedule of Expected Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remainder of 2022 | $ 4,280 | ||
2023 | 5,632 | $ 5,632 | |
2024 | 5,632 | 5,632 | |
2025 | 5,632 | 5,632 | |
2026 | 5,632 | 5,632 | |
Thereafter | 44,211 | ||
Total intangible assets, net | 71,019 | 72,371 | $ 530 |
Technology | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remainder of 2022 | 3,106 | ||
2023 | 4,143 | 4,143 | |
2024 | 4,143 | 4,143 | |
2025 | 4,143 | 4,143 | |
2026 | 4,143 | 4,143 | |
Thereafter | 40,433 | ||
Total intangible assets, net | 60,095 | 61,132 | |
Intellectual property | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remainder of 2022 | 694 | ||
2023 | 925 | 925 | |
2024 | 925 | 925 | |
2025 | 925 | 925 | |
2026 | 925 | 925 | |
Thereafter | 3,778 | ||
Total intangible assets, net | 8,325 | 8,556 | |
Patents, licences and software development | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remainder of 2022 | 480 | ||
2023 | 564 | 564 | |
2024 | 564 | 564 | |
2025 | 564 | 564 | |
2026 | 564 | 564 | |
Thereafter | 0 | ||
Total intangible assets, net | $ 2,599 | $ 2,683 | $ 530 |
INTANGIBLE ASSETS - Weighted Av
INTANGIBLE ASSETS - Weighted Average Amortization Period Remaining (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Intellectual property | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period | 9 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period | 14 years 6 months |
Patents, licences and software development | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization period | 9 years |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock-based compensation expense | $ 812 | $ 1,428 | $ 2,565 | $ 996 |
ASSET RETIREMENT OBLIGATIONS _3
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Beginning balance | $ 1,527 | $ 588 | $ 588 | $ 204 |
Liabilities incurred | 0 | 889 | 334 | |
Accretion expenses | 63 | $ 50 | 50 | 50 |
Ending balance | $ 1,590 | $ 1,527 | $ 588 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 4.40% | 0% | 2.90% | 0% |
CONVERTIBLE LOAN (Details)_2
CONVERTIBLE LOAN (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||
Mar. 31, 2022 | Mar. 04, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Short-Term Debt [Line Items] | ||||
Convertible debt | $ 10,051 | $ 10,000 | $ 0 | |
Convertible Debt | ||||
Short-Term Debt [Line Items] | ||||
Convertible debt | 10,000 | |||
Borrowing capacity under convertible bridge financing facility | $ 20,000 | $ 20,000 | $ 3,000 | |
Payment in kind interest rate | 8% | |||
Conversion price (in dollars per share) | $ 10 | |||
Effective interest rate | 8% | |||
Interest expense | $ 51 |
DISAGGREGATED REVENUES BY CUS_6
DISAGGREGATED REVENUES BY CUSTOMER TYPE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,477 | $ 339 | $ 2,855 | $ 887 |
Food service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 759 | 294 | 1,575 | 169 |
Retail revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 718 | $ 45 | $ 1,280 | $ 718 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | Mar. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Fair value of facility and equipment capitalized within property, plant and equipment | $ 7,385 |
Long-term portion of financing obligation | 6,898 |
Short-term portion of financing obligation | $ 424 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2022 USD ($) |
Finance Leases | |
Remainder of 2022 | $ 424 |
2023 | 621 |
2024 | 640 |
2025 | 656 |
2026 | 673 |
Thereafter | 11,858 |
Total undiscounted financing obligation | 14,872 |
Less: Imputed interest | (7,550) |
Present value of total financing obligation | $ 7,322 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net Loss | $ (16,318) | $ (5,897) | $ (40,057) | $ (8,657) |
Denominator: | ||||
Weighted average number of common shares - basic (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 |
Net loss per ordinary share: | ||||
Basic (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) |
Diluted (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) | May 31, 2022 USD ($) $ / shares shares | Apr. 19, 2022 USD ($) | Dec. 31, 2021 shares | Jun. 29, 2022 stockPayment contingentValueRight $ / shares | Jul. 12, 2021 $ / shares |
Subsequent Event [Line Items] | |||||
Shares issued (in shares) | shares | 14,375,000 | ||||
Agrico Acquisition Corp. | |||||
Subsequent Event [Line Items] | |||||
Nominal value (in dollars per share) | $ / shares | $ 10 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Exchange ratio | 0.091 | ||||
Number of contractual contingent value rights received by shareholders | contingentValueRight | 1 | ||||
Number of stock payments received by shareholders | stockPayment | 2 | ||||
Stock payment, percent of fully diluted equity | 5% | ||||
Secured support agreements, percent of outstanding shares | 72% | ||||
Shares issued (in shares) | shares | 105,719,212 | ||||
Shares retired (in shares) | shares | 240 | ||||
Consideration received | $ | $ 1,124,012 | ||||
Nominal value (in dollars per share) | $ / shares | $ 0.011 | ||||
Subsequent Event | Agrico Acquisition Corp. | |||||
Subsequent Event [Line Items] | |||||
Common stock price (in dollars per share) | $ / shares | $ 10 | ||||
Subsequent Event | Senior Secured Credit Facility | Line of Credit | |||||
Subsequent Event [Line Items] | |||||
Borrowing capacity under credit agreement | $ | $ 30,000,000 | ||||
Debt term | 120 months | ||||
Interest rate | 4.25% |
Organization and Business Ope_3
Organization and Business Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Jul. 12, 2021 | Jul. 12, 2021 | Jan. 25, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization And Business Operations [Line Items] | |||||||
Shares issued (in shares) | 14,375,000 | ||||||
Payment on loan facility | $ 34,000,000 | $ 0 | |||||
Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Nominal value (in dollars per share) | $ 10 | $ 10 | |||||
Sale of warrants (in Shares) | 7,250,000 | 7,250,000 | |||||
Price per private warrant (in Dollars per share) | $ 11.50 | $ 11.50 | |||||
Net proceeds | $ 146,625,000 | $ 146,625,000 | |||||
Trust account price per share (in Dollars per share) | $ 10.20 | $ 10.20 | |||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Cash | $ 664,428,000 | $ 288,426 | 664,428,000 | ||||
Founder shares capital contribution cost | 25,000 | $ 25,000 | 25,000 | ||||
Working capital | 467,648,000 | 81,284 | 467,648,000 | ||||
Unsecured promissory note | $ 200,000 | $ 200,000 | |||||
Payment on loan facility | $ 171,356 | ||||||
Public shares redeem percentage | 100% | 100% | |||||
Maximum | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Interest, not previously released, on trust account to be held to pay dissolution expenses | $ 50,000 | $ 50,000 | |||||
Initial Public offering | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Shares issued (in shares) | 14,375,000 | 14,375,000 | |||||
Transaction cost | 9,998,781 | $ 9,998,781 | $ 9,998,781 | ||||
Underwriting fees | 2,875,000 | 2,875,000 | |||||
Deferred underwriting fees | 5,031,250 | 5,031,250 | |||||
Other offering costs | 655,031 | 655,031 | 655,031 | ||||
Fair value representative shares price | $ 1,437,500 | $ 1,437,500 | $ 1,437,500 | ||||
Per shares price (in Dollars per share) | $ 10.20 | $ 10.20 | |||||
Maturity Term | 185 days | ||||||
Over-Allotment Option | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Nominal value (in dollars per share) | 10 | $ 10 | |||||
Gross proceeds | $ 143,750,000 | ||||||
Private Placement Warrants | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Gross proceeds | $ 7,250,000 | ||||||
Sale of warrants price per share (in Dollars per share) | 1 | $ 1 | |||||
DJCAAC, LLC | Initial Public offering | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Shares issued (in shares) | 1,875,000 | ||||||
Shares issued (in Shares) | 14,375,000 | ||||||
Nominal value (in dollars per share) | 10 | $ 10 | |||||
Sponsor | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Public share price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Public shares redeem percentage | 100% |
Significant Accounting Polici_7
Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
Significant Accounting Policies [Line Items] | |||
Sale of ordinary shares | 14,375,000 | ||
Agrico Acquisition Corp. | |||
Significant Accounting Policies [Line Items] | |||
Purchase of aggregate | 14,437,500 | 14,437,500 | 14,437,500 |
Federal depository insurance company coverage | $ 250,000,000 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of unrealized holding loss and fair value of held to maturity securities (Details) - Agrico Acquisition Corp. | Dec. 31, 2021 USD ($) |
Significant Accounting Policies (Details) - Schedule of unrealized holding loss and fair value of held to maturity securities [Line Items] | |
Carrying Value | $ 146,644,675 |
Gross Unrealized Gains | 897 |
Gross Unrealized Losses | 0 |
Fair Value | 146,645,572 |
US Treasury Securities | |
Significant Accounting Policies (Details) - Schedule of unrealized holding loss and fair value of held to maturity securities [Line Items] | |
Carrying Value | 146,644,279 |
Gross Unrealized Gains | 897 |
Gross Unrealized Losses | 0 |
Fair Value | 146,645,176 |
Cash and Cash Equivalents | |
Significant Accounting Policies (Details) - Schedule of unrealized holding loss and fair value of held to maturity securities [Line Items] | |
Carrying Value | 396 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | $ 396 |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of basic and diluted net income per share (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Denominator: | ||||||
Weighted average common shares outstanding - basic (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 | ||
Weighted average common shares outstanding - diluted (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 | ||
Net loss per share - diluted (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) | ||
Net loss per share - basic (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) | ||
Class A | Agrico Acquisition Corp. | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ (304,235) | $ 0 | $ 0 | $ (256,068) | ||
Denominator: | ||||||
Weighted average common shares outstanding - basic (in shares) | 14,518,750 | 0 | 0 | 6,881,490 | ||
Weighted average common shares outstanding - diluted (in shares) | 14,518,750 | 0 | 0 | 6,881,490 | ||
Net loss per share - diluted (in dollars per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ (0.04) | |
Net loss per share - basic (in dollars per share) | $ (0.02) | $ 0 | 0 | $ 0 | $ (0.04) | |
Class B | Agrico Acquisition Corp. | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ (75,306) | $ 0 | $ 9,672 | $ (116,096) | ||
Denominator: | ||||||
Weighted average common shares outstanding - basic (in shares) | 3,593,750 | 2,291,667 | 0 | 3,141,695 | ||
Weighted average common shares outstanding - diluted (in shares) | 3,593,750 | 2,291,667 | 0 | 3,141,695 | ||
Net loss per share - diluted (in dollars per share) | $ (0.02) | $ 0 | 0 | $ 0 | $ (0.04) | |
Net loss per share - basic (in dollars per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ (0.04) |
Significant Accounting Polic_10
Significant Accounting Policies - Schedule of ordinary share reflected on the balance sheet (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Less: | ||||||
Net proceeds from issuance of common stock | $ 0 | $ (29,158,000) | $ (61,696,000) | $ (140,619,000) | ||
Agrico Acquisition Corp. | ||||||
Significant Accounting Policies [Line Items] | ||||||
Gross proceeds from IPO | $ 143,750,000 | $ 143,750,000 | ||||
Less: | ||||||
Proceeds allocated to Public Warrants | (5,287,763) | (5,287,763) | ||||
Net proceeds from issuance of common stock | (8,223,786) | (8,223,786) | ||||
Plus: | ||||||
Offering costs allocated to public warrants | 314,060 | 314,060 | ||||
Accretion of carrying value to redemption value | 16,072,489 | 16,072,489 | ||||
Class A ordinary shares subject to possible redemption | $ 146,625,000 | $ 146,625,000 | $ 146,625,000 | $ 146,625,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 3 Months Ended | ||
Dec. 31, 2021 | Jul. 12, 2021 | Mar. 31, 2022 | |
Initial Public Offering [Line Items] | |||
Sale of units | 14,375,000 | ||
Agrico Acquisition Corp. | |||
Initial Public Offering [Line Items] | |||
Purchase price, per unit (in Dollars per share) | $ 10 | ||
Price per private warrant (in Dollars per share) | $ 11.50 | ||
Initial Public Offering | Agrico Acquisition Corp. | |||
Initial Public Offering [Line Items] | |||
Sale of units | 14,375,000 | 14,375,000 | |
Over-Allotment Option | Agrico Acquisition Corp. | |||
Initial Public Offering [Line Items] | |||
Additional units of shares | 1,875,000 | ||
Purchase price, per unit (in Dollars per share) | $ 10 | ||
Class A Ordinary Shares | Maximum | Agrico Acquisition Corp. | |||
Initial Public Offering [Line Items] | |||
Shares issued (in shares) | 143,750 | 143,750 |
Private Placement (Details)
Private Placement (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Line Items] | |||
Shares issued (in shares) | 14,375,000 | ||
Sponsor | Agrico Acquisition Corp. | |||
Private Placement [Line Items] | |||
Shares issued (in shares) | 7,250,000 | 7,250,000 | |
Private Placement | Agrico Acquisition Corp. | |||
Private Placement [Line Items] | |||
Per share price (in Dollars per share) | $ 1 | $ 1 | $ 1 |
Additional aggregate purchase price | 7,250,000 | 7,250,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Agrico Acquisition Corp. - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Apr. 09, 2021 | Jan. 25, 2020 | Jan. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 12, 2021 | Jan. 22, 2021 | |
Related Party Transactions [Line Items] | ||||||||||
Aggregate of founder shares | 1,406,250 | |||||||||
Founder shares subject to forfeiture (in Shares) | 468,750 | |||||||||
Threshold period for not to transfer, assign or sell any shares or warrants after completion of initial business combination | 1 year | |||||||||
Transfer, assign or sell any shares or warrants after completion of initial business combination, stock price trigger (in Dollars per share) | $ 12 | $ 12 | ||||||||
Threshold period for not to transfer, assign or sell any shares or warrants after completion of initial business combination, trading days | 20 days | 20 days | ||||||||
Trading day period for threshold period for not to transfer, assign or sell any shares or warrants after completion of initial business combination | 30 days | 30 days | ||||||||
Threshold period after business combination in which specified trading days within any specified trading day period commences | 150 days | 150 days | ||||||||
Sponsor agreed expenses | $ 200,000 | |||||||||
Borrowings cost | $ 171,356 | $ 171,356 | ||||||||
Ralated party sponsor | 56,266 | $ 56,266 | ||||||||
Founder shares cost | 25,000 | $ 25,000 | $ 25,000 | |||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||||
Warrant price | $ 1 | $ 1 | ||||||||
Secretarial and administrative services | $ 10,000 | $ 10,000 | ||||||||
Operating expenses | 30,000 | $ 0 | 57,742 | |||||||
Due to related party | $ 73,795 | $ 0 | $ 73,795 | $ 56,266 | ||||||
Maximum | ||||||||||
Related Party Transactions [Line Items] | ||||||||||
Founder shares outstanding (in Shares) | 5,000,000 | |||||||||
Minimum | ||||||||||
Related Party Transactions [Line Items] | ||||||||||
Founder shares outstanding (in Shares) | 3,593,750 | |||||||||
Founder Shares | ||||||||||
Related Party Transactions [Line Items] | ||||||||||
Founder shares amount | $ 25,000 | |||||||||
Price per share (in Dollars per share) | $ 0.005 | |||||||||
Founder shares subject to forfeiture (in Shares) | 468,750 | |||||||||
Class B Ordinary Shares | ||||||||||
Related Party Transactions [Line Items] | ||||||||||
Ordinary shares issued (in Shares) | 5,000,000 | |||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Agrico Acquisition Corp. - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | ||
Effective date | 5 years | 5 years |
Underwriting fees percentage | 3.50% | 3.50% |
Aggregate value | $ 5,031,250 | $ 5,031,250 |
Private Placement | ||
Commitments and Contingencies [Line Items] | ||
Effective date | 7 years | 7 years |
Over-Allotment | ||
Commitments and Contingencies [Line Items] | ||
Aggregate of additional units (in shares) | 1,875,000 | 1,875,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Jul. 12, 2021 | Apr. 09, 2021 | Jan. 25, 2021 | |
Shareholders’ Equity [Line Items] | |||||||
Ordinary shares, authorized | 209,354,819 | 209,354,819 | 161,024,239 | 209,354,819 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Ordinary shares issued | 209,354,819 | 209,354,819 | 161,024,239 | 209,354,819 | |||
Ordinary shares, outstanding | 209,354,819 | 209,354,819 | 161,024,239 | 209,354,819 | |||
Agrico Acquisition Corp. | |||||||
Shareholders’ Equity [Line Items] | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares subject to redemption (in Dollars) | $ 0 | $ 146,625,000 | |||||
Public warrants | 7,187,500 | 7,187,500 | |||||
Private placement warrants outstanding shares | 7,250,000 | 7,250,000 | |||||
Class of warrant or right, redemption of warrants or rights, stock price trigger (in Dollars per share) | 18 | $ 18 | |||||
Class of warrant or right, redemption price of warrants or rights (in Dollars per share) | $ 0.01 | 0.01 | |||||
Minimum threshold written notice period for redemption of warrants | 30 days | ||||||
Maximum threshold period for filing registration statement after business combination | 20 days | ||||||
Additional shares or equity issued, threshold common stock price per share (in Dollars per share) | $ 9.20 | $ 9.20 | |||||
Percentage of gross proceeds on total equity proceeds | 60% | 60% | |||||
Class of warrant or right, adjustment of exercise price of warrants or rights, percent, based on market value and newly issued price, scenario one | 115% | 115% | |||||
Class of warrant or right, adjustment of exercise price of warrants or rights, percent, based on market value and newly issued price, scenario two | 180% | 180% | |||||
Class A Ordinary Shares | Agrico Acquisition Corp. | |||||||
Shareholders’ Equity [Line Items] | |||||||
Ordinary shares, authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 143,750 | 143,750 | 0 | 143,750 | |||
Ordinary shares subject to redemption (in Dollars) | $ 14,375,000 | $ 14,375,000 | |||||
Ordinary shares, outstanding | 143,750 | 143,750 | 0 | 143,750 | |||
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Class A Ordinary Shares | Maximum | Agrico Acquisition Corp. | |||||||
Shareholders’ Equity [Line Items] | |||||||
Shares issued (in shares) | 143,750 | 143,750 | 143,750 | ||||
Common Class A Ordinary | Agrico Acquisition Corp. | |||||||
Shareholders’ Equity [Line Items] | |||||||
Ordinary shares issued | 143,750 | 143,750 | |||||
Ordinary shares, outstanding | 143,750 | 0 | 143,750 | ||||
Class B Ordinary Shares | Agrico Acquisition Corp. | |||||||
Shareholders’ Equity [Line Items] | |||||||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 3,593,750 | 3,593,750 | 0 | 3,593,750 | |||
Ordinary shares, outstanding | 3,593,750 | 3,593,750 | 0 | 3,593,750 | |||
Shares issued (in shares) | 0 | 5,000,000 | |||||
Forfeited Shares | 468,750 | 1,406,250 | |||||
Common stock conversion, percentage | 20% | 20% | |||||
Class B Ordinary Shares | Founder Shares | Maximum | Agrico Acquisition Corp. | |||||||
Shareholders’ Equity [Line Items] | |||||||
Ordinary shares, outstanding | 5,000,000 | ||||||
Class B Ordinary Shares | Founder Shares | Minimum | Agrico Acquisition Corp. | |||||||
Shareholders’ Equity [Line Items] | |||||||
Ordinary shares, outstanding | 3,593,750 | ||||||
Common Class B Ordinary | Agrico Acquisition Corp. | |||||||
Shareholders’ Equity [Line Items] | |||||||
Ordinary shares issued | 3,593,750 | 0 | 3,593,750 | ||||
Ordinary shares, outstanding | 3,593,750 | 0 | 3,593,750 |
Organization and Business Ope_4
Organization and Business Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Jul. 12, 2021 | Jul. 12, 2021 | Jan. 25, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization And Business Operations [Line Items] | |||||||
Shares issued (in shares) | 14,375,000 | ||||||
Payment on loan facility | $ 34,000,000 | $ 0 | |||||
Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Nominal value (in dollars per share) | $ 10 | $ 10 | |||||
Sale of warrants (in Shares) | 7,250,000 | 7,250,000 | |||||
Price per private warrant (in Dollars per share) | $ 11.50 | $ 11.50 | |||||
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. | ||||||
Net proceeds | $ 146,625,000 | $ 146,625,000 | |||||
Trust account price per share (in Dollars per share) | $ 10.20 | $ 10.20 | |||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Cash | $ 664,428,000 | $ 288,426 | 664,428,000 | ||||
Founder shares capital contribution cost | 25,000 | $ 25,000 | 25,000 | ||||
Working capital | 467,648,000 | 81,284 | 467,648,000 | ||||
Unsecured promissory note | $ 200,000 | $ 200,000 | |||||
Public shares redeem percentage | 100% | 100% | |||||
Payment on loan facility | $ 171,356 | ||||||
Initial Public offering | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Shares issued (in shares) | 14,375,000 | 14,375,000 | |||||
Transaction cost | $ 9,998,781 | $ 9,998,781 | $ 9,998,781 | ||||
Underwriting fees | 2,875,000 | 2,875,000 | |||||
Deferred underwriting fees | 5,031,250 | 5,031,250 | |||||
Other offering costs | 655,031 | 655,031 | 655,031 | ||||
Fair value representative shares price | $ 1,437,500 | $ 1,437,500 | $ 1,437,500 | ||||
Per shares price (in Dollars per share) | $ 10.20 | $ 10.20 | |||||
Maturity Term | 185 days | ||||||
Over-Allotment Option | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Nominal value (in dollars per share) | 10 | $ 10 | |||||
Gross proceeds | $ 143,750,000 | ||||||
Private Placement Warrants | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Gross proceeds | $ 7,250,000 | ||||||
Sale of warrants price per share (in Dollars per share) | 1 | $ 1 | |||||
DJCAAC, LLC | Initial Public offering | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Shares issued (in shares) | 1,875,000 | ||||||
Shares issued (in Shares) | 14,375,000 | ||||||
Nominal value (in dollars per share) | 10 | $ 10 | |||||
Sponsor | Agrico Acquisition Corp. | |||||||
Organization And Business Operations [Line Items] | |||||||
Public share price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Public shares redeem percentage | 100% |
Significant Accounting Polic_11
Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
Significant Accounting Policies [Line Items] | |||
Sale of ordinary shares | 14,375,000 | ||
Agrico Acquisition Corp. | |||
Significant Accounting Policies [Line Items] | |||
Marketable securities | $ 146,651,498 | ||
Investment held in trust account | $ 396 | $ 396 | |
Investments in treasury securitie | $ 146,644,279 | ||
Purchase of aggregate | 14,437,500 | 14,437,500 | 14,437,500 |
Federal depository insurance company coverage | $ 250,000,000 | ||
Shares subject to possible redemption (in shares) | 14,375,000 | 14,375,000 | 14,375,000 |
Significant Accounting Polic_12
Significant Accounting Policies - Schedule of unrealized holding loss and fair value of held to maturity securities (Details) - Agrico Acquisition Corp. | Dec. 31, 2021 USD ($) |
Significant Accounting Policies (Details) - Schedule of unrealized holding loss and fair value of held to maturity securities [Line Items] | |
Carrying Value | $ 146,644,675 |
Gross Unrealized Gains | 897 |
Gross Unrealized Losses | 0 |
Fair Value | 146,645,572 |
US Treasury Securities | |
Significant Accounting Policies (Details) - Schedule of unrealized holding loss and fair value of held to maturity securities [Line Items] | |
Carrying Value | 146,644,279 |
Gross Unrealized Gains | 897 |
Gross Unrealized Losses | 0 |
Fair Value | 146,645,176 |
Cash and Cash Equivalents | |
Significant Accounting Policies (Details) - Schedule of unrealized holding loss and fair value of held to maturity securities [Line Items] | |
Carrying Value | 396 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | $ 396 |
Significant Accounting Polic_13
Significant Accounting Policies - Schedule of basic and diluted net income per share (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Apr. 09, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Denominator: | |||||||
Weighted average common shares outstanding - basic (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 | |||
Weighted average common shares outstanding - diluted (in shares) | 209,355,000 | 163,260,000 | 175,796,000 | 114,160,000 | |||
Net loss per share - basic (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) | |||
Net loss per share - diluted (in dollars per share) | $ (0.08) | $ (0.04) | $ (230) | $ (80) | |||
Agrico Acquisition Corp. | |||||||
Denominator: | |||||||
Shares subject to forfeiture | 468,750 | ||||||
FounderShares | 1,406,250 | ||||||
TotalNumberOfFounderSharesOutstanding | 5,000,000 | ||||||
FounderShareOutstandings | 3,593,750 | ||||||
Class A | Agrico Acquisition Corp. | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ (304,235) | $ 0 | $ 0 | $ (256,068) | |||
Denominator: | |||||||
Weighted average common shares outstanding - basic (in shares) | 14,518,750 | 0 | 0 | 6,881,490 | |||
Weighted average common shares outstanding - diluted (in shares) | 14,518,750 | 0 | 0 | 6,881,490 | |||
Net loss per share - basic (in dollars per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ (0.04) | ||
Net loss per share - diluted (in dollars per share) | $ (0.02) | $ 0 | 0 | $ 0 | $ (0.04) | ||
Class B | Agrico Acquisition Corp. | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ (75,306) | $ 0 | $ 9,672 | $ (116,096) | |||
Denominator: | |||||||
Weighted average common shares outstanding - basic (in shares) | 3,593,750 | 2,291,667 | 0 | 3,141,695 | |||
Weighted average common shares outstanding - diluted (in shares) | 3,593,750 | 2,291,667 | 0 | 3,141,695 | |||
Net loss per share - basic (in dollars per share) | $ (0.02) | $ 0 | 0 | $ 0 | $ (0.04) | ||
Net loss per share - diluted (in dollars per share) | $ (0.02) | $ 0 | $ 0 | $ 0 | $ (0.04) |
Significant Accounting Polic_14
Significant Accounting Policies - Schedule of ordinary share reflected on the balance sheet (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Less: | ||||||
Net proceeds from issuance of common stock | $ 0 | $ (29,158,000) | $ (61,696,000) | $ (140,619,000) | ||
Agrico Acquisition Corp. | ||||||
Significant Accounting Policies [Line Items] | ||||||
Gross proceeds from IPO | $ 143,750,000 | $ 143,750,000 | ||||
Less: | ||||||
Proceeds allocated to Public Warrants | (5,287,763) | (5,287,763) | ||||
Net proceeds from issuance of common stock | (8,223,786) | (8,223,786) | ||||
Plus: | ||||||
Offering costs allocated to public warrants | 314,060 | 314,060 | ||||
Accretion of carrying value to redemption value | 16,072,489 | 16,072,489 | ||||
Class A ordinary shares subject to possible redemption | $ 146,625,000 | $ 146,625,000 | $ 146,625,000 | $ 146,625,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - $ / shares | 3 Months Ended | ||
Dec. 31, 2021 | Jul. 12, 2021 | Mar. 31, 2022 | |
Initial Public Offering [Line Items] | |||
Sale of units | 14,375,000 | ||
Agrico Acquisition Corp. | |||
Initial Public Offering [Line Items] | |||
Purchase price, per unit (in Dollars per share) | $ 10 | ||
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). | ||
Initial Public Offering | Agrico Acquisition Corp. | |||
Initial Public Offering [Line Items] | |||
Sale of units | 14,375,000 | 14,375,000 | |
Over-Allotment Option | Agrico Acquisition Corp. | |||
Initial Public Offering [Line Items] | |||
Additional units of shares | 1,875,000 | ||
Purchase price, per unit (in Dollars per share) | $ 10 | ||
Class A Ordinary Shares | Maximum | Agrico Acquisition Corp. | |||
Initial Public Offering [Line Items] | |||
Shares issued (in shares) | 143,750 | 143,750 |
Private Placement (Details)_2
Private Placement (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Line Items] | |||
Shares issued (in shares) | 14,375,000 | ||
Sponsor | Agrico Acquisition Corp. | |||
Private Placement [Line Items] | |||
Shares issued (in shares) | 7,250,000 | 7,250,000 | |
Private Placement | Agrico Acquisition Corp. | |||
Private Placement [Line Items] | |||
Per share price (in Dollars per share) | $ 1 | $ 1 | $ 1 |
Additional aggregate purchase price | 7,250,000 | 7,250,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Agrico Acquisition Corp. - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Apr. 09, 2021 | Jan. 25, 2020 | Jan. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 12, 2021 | Jan. 22, 2021 | |
Related Party Transactions [Line Items] | ||||||||||
Related Party Transaction, Description of Transaction | 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”). | |||||||||
Aggregate of founder shares | 1,406,250 | |||||||||
Founder shares subject to forfeiture (in Shares) | 468,750 | |||||||||
Sponsor agreed expenses | $ 200,000 | |||||||||
Borrowings cost | $ 171,356 | $ 171,356 | ||||||||
Ralated party sponsor | 56,266 | $ 56,266 | ||||||||
Founder shares capital contribution cost | 25,000 | $ 25,000 | $ 25,000 | |||||||
Due to related party | $ 73,795 | 0 | 73,795 | $ 56,266 | ||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||||
Warrant price | $ 1 | $ 1 | ||||||||
Secretarial and administrative services | $ 10,000 | $ 10,000 | ||||||||
Operating expenses | $ 30,000 | $ 0 | $ 57,742 | |||||||
Maximum | ||||||||||
Related Party Transactions [Line Items] | ||||||||||
Founder shares outstanding (in Shares) | 5,000,000 | |||||||||
Minimum | ||||||||||
Related Party Transactions [Line Items] | ||||||||||
Founder shares outstanding (in Shares) | 3,593,750 | |||||||||
Founder Shares | ||||||||||
Related Party Transactions [Line Items] | ||||||||||
Founder shares amount | $ 25,000 | |||||||||
Price per share (in Dollars per share) | $ 0.005 | |||||||||
Founder shares subject to forfeiture (in Shares) | 468,750 | |||||||||
Class B Ordinary Shares | ||||||||||
Related Party Transactions [Line Items] | ||||||||||
Ordinary shares issued (in Shares) | 5,000,000 | |||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Agrico Acquisition Corp. - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | ||
Effective date | 5 years | 5 years |
Underwriting fees percentage | 3.50% | 3.50% |
Aggregate value | $ 5,031,250 | $ 5,031,250 |
Private Placement | ||
Commitments and Contingencies [Line Items] | ||
Effective date | 7 years | 7 years |
Over-Allotment | ||
Commitments and Contingencies [Line Items] | ||
Aggregate of additional units (in shares) | 1,875,000 | 1,875,000 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Jul. 12, 2021 | Apr. 09, 2021 | Jan. 25, 2021 | |
Shareholders’ Equity [Line Items] | ||||||
Common stock, shares authorized (in shares) | 209,354,819 | 161,024,239 | 209,354,819 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares issued (in shares) | 209,354,819 | 161,024,239 | 209,354,819 | |||
Common stock, shares outstanding (in shares) | 209,354,819 | 161,024,239 | 209,354,819 | |||
Agrico Acquisition Corp. | ||||||
Shareholders’ Equity [Line Items] | ||||||
Preference shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Initial Classification of Class A ordinary shares subject to possible redemption | $ 0 | $ 146,625,000 | ||||
Public warrants | 7,187,500 | 7,187,500 | ||||
Private placement warrants outstanding shares | 7,250,000 | 7,250,000 | ||||
Agrico Acquisition Corp. | Class A Ordinary Shares | ||||||
Shareholders’ Equity [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 | |||
Common stock, shares issued (in shares) | 143,750 | 0 | 143,750 | |||
Common stock, shares outstanding (in shares) | 143,750 | 0 | 143,750 | |||
Initial Classification of Class A ordinary shares subject to possible redemption | $ 14,375,000 | $ 14,375,000 | ||||
Per share price (in Dollars per share) | $ 11.50 | $ 11.50 | ||||
Agrico Acquisition Corp. | Class A Ordinary Shares | Maximum | ||||||
Shareholders’ Equity [Line Items] | ||||||
Shares issued (in shares) | 143,750 | 143,750 | ||||
Agrico Acquisition Corp. | Class B Ordinary Shares | ||||||
Shareholders’ Equity [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 issued (in shares) | 3,593,750 | 0 | 3,593,750 | |||
Common stock, shares outstanding (in shares) | 3,593,750 | 0 | 3,593,750 | |||
Shares issued (in shares) | 0 | 5,000,000 | ||||
Forfeited Shares | 468,750 | 1,406,250 | ||||
Common stock conversion, percentage | 20% | 20% | ||||
Agrico Acquisition Corp. | Class B Ordinary Shares | Maximum | Founder Shares | ||||||
Shareholders’ Equity [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 5,000,000 | |||||
Agrico Acquisition Corp. | Class B Ordinary Shares | Minimum | Founder Shares | ||||||
Shareholders’ Equity [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 3,593,750 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | Mar. 31, 2022 USD ($) |
Level 1 [Member] | Agrico Acquisition Corp. | |
Fair Value Measurements [Line Items] | |
Marketable securities held in Trust Account | $ 146,651,498 |