Kalera Public Limited (KALRQ) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

COVER

COVER - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-41439
Entity Registrant Name	Kalera Public Limited Company
Entity Incorporation, State or Country Code	L2
Entity Address, Address Line One	10 Earlsfort Terrace
Entity Address, City or Town	Dublin
Entity Address, Country	IE
Entity Address, Postal Zip Code	D02 T380
City Area Code	353
Local Phone Number	01 920 1000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		91,877,828
Amendment Flag	false
Entity Central Index Key	0001909152
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock
Trading Symbol	KAL
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share
Trading Symbol	KALWW
Security Exchange Name	NASDAQ
Private Warrants exercisable for one Ordinary Share for $4.41 per share
Document Information [Line Items]
Title of 12(b) Security	Private Warrants exercisable for one Ordinary Share for $4.41 per share
Trading Symbol	KALWW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 2,309	$ 16,146
Trade receivables, net	703	795
Inventory	1,280	1,190
Prepaid expenses and other current assets	2,808	2,960
Total current assets	7,100	21,091
Property, plant, and equipment, net	144,624	128,162
Operating lease right-of-use assets	54,019	55,276
Goodwill	0	68,421
Intangible assets, net	59,692	72,371
Equity method investment	1,432	1,322
Other non-current assets	3,575	3,353
Total assets	270,442	349,996
Current liabilities:
Accounts payable	13,648	10,421
Financing obligation	297	0
Operating lease liabilities	2,638	1,618
Accrued salaries and wages	528	717
Accrued expenses	1,535	1,964
Total current liabilities	18,646	14,720
Debt, net of debt issuance costs and discounts	25,321	662
Convertible debt	14,495	0
Non-current operating lease liabilities	56,420	57,717
Non-current financing obligation	7,125	0
Deferred underwriting fees and grants	5,349	0
Earn-out and warrant liabilities	2,860	0
Deferred tax liability	6,673	8,447
Asset retirement obligations	1,655	1,527
Total liabilities	138,544	83,073
Commitments and contingencies (Note 20)
Shareholders' equity:
Common stock, $.0001 par, 72,400,000 authorized, 23,877,828 and 18,946,567 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	2	2
Additional paid in capital	306,756	331,074
Accumulated other comprehensive loss	(16,202)	(1,547)
Accumulated deficit	(158,658)	(62,606)
Total shareholders' equity	131,898	266,923
Total liabilities and shareholders' equity	$ 270,442	$ 349,996

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	72,400,000	72,400,000
Common stock, shares issued (in shares)	23,877,828	18,946,567
Common stock, shares outstanding (in shares)	23,877,828	18,946,567

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Net sales	$ 1,674	$ 801	$ 4,440	$ 1,629
Cost of goods sold (exclusive of depreciation and amortization shown separately below)	(5,873)	(2,063)	(17,152)	(4,708)
Selling, general, and administrative expenses (inclusive of research and development costs)	(10,766)	(7,432)	(45,778)	(17,666)
Depreciation and amortization	(3,517)	(772)	(9,033)	(1,547)
Impairment loss	(2,252)	(1,610)	(66,504)	(1,610)
Operating loss	(20,734)	(11,076)	(134,027)	(23,902)
Interest (expense) income, net	(677)	(138)	(1,494)	28
Change in fair value of earn-out and warrant liabilities	19,777	0	37,027	0
Other income (expense)	95	(364)	742	(284)
Loss from operations before income tax	(1,539)	(11,578)	(97,752)	(24,158)
Income tax benefit	485	0	1,773	0
Loss before equity in net loss of affiliate	(1,054)	(11,578)	(95,979)	(24,158)
Equity in net loss of affiliate	25	0	73	0
Net loss	(1,079)	(11,578)	(96,052)	(24,158)
Currency translation adjustments	(4,134)	0	(14,655)	0
Total comprehensive loss	$ (5,213)	$ (11,578)	$ (110,707)	$ (24,158)
Net loss per share - basic (in dollars per share)	$ (0.05)	$ (0.76)	$ (4.64)	$ (1.60)
Net loss per share - diluted (in dollars per share)	$ (0.05)	$ (0.76)	$ (4.64)	$ (1.60)
Weighted average common shares outstanding - basic (in shares)	23,688,000	15,282,000	20,686,000	15,129,000
Weighted average common shares outstanding - diluted (in shares)	23,688,000	15,282,000	20,686,000	15,129,000

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, 2020		14,572,650
Beginning balance at Dec. 31, 2020	$ 144,126	$ 1	$ 167,052	$ (22,549)	$ (378)
Increase (Decrease) in Stockholders' Deficit
Issuance of shares (in shares)		520,375
Issuance of shares	39,012	$ 1	39,011
Share-based compensation expense	434		434
Net loss	(4,903)			(4,903)
Ending balance (in shares) at Mar. 31, 2021		15,093,025
Ending balance at Mar. 31, 2021	178,669	$ 2	206,497	(27,452)	(378)
Beginning balance (in shares) at Dec. 31, 2020		14,572,650
Beginning balance at Dec. 31, 2020	144,126	$ 1	167,052	(22,549)	(378)
Increase (Decrease) in Stockholders' Deficit
Net loss	(24,158)
Currency translation adjustments	0
Ending balance (in shares) at Sep. 30, 2021		15,093,025
Ending balance at Sep. 30, 2021	160,580	$ 2	207,662	(46,706)	(378)
Beginning balance (in shares) at Mar. 31, 2021		15,093,025
Beginning balance at Mar. 31, 2021	178,669	$ 2	206,497	(27,452)	(378)
Increase (Decrease) in Stockholders' Deficit
Share-based compensation expense	568		568
Net loss	(7,676)			(7,676)
Ending balance (in shares) at Jun. 30, 2021		15,093,025
Ending balance at Jun. 30, 2021	171,561	$ 2	207,065	(35,128)	(378)
Increase (Decrease) in Stockholders' Deficit
Share-based compensation expense	597		597
Net loss	(11,578)			(11,578)
Currency translation adjustments	0
Ending balance (in shares) at Sep. 30, 2021		15,093,025
Ending balance at Sep. 30, 2021	$ 160,580	$ 2	207,662	(46,706)	(378)
Beginning balance (in shares) at Dec. 31, 2021	18,946,567	18,946,567
Beginning balance at Dec. 31, 2021	$ 266,923	$ 2	331,074	(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		18,946,567
Ending balance at Mar. 31, 2022	$ 250,187	$ 2	331,886	(78,924)	(2,777)
Beginning balance (in shares) at Dec. 31, 2021	18,946,567	18,946,567
Beginning balance at Dec. 31, 2021	$ 266,923	$ 2	331,074	(62,606)	(1,547)
Increase (Decrease) in Stockholders' Deficit
Net loss	(96,052)
Currency translation adjustments	$ (14,655)
Ending balance (in shares) at Sep. 30, 2022	23,877,828	23,877,828
Ending balance at Sep. 30, 2022	$ 131,898	$ 2	306,756	(158,658)	(16,202)
Beginning balance (in shares) at Mar. 31, 2022		18,946,567
Beginning balance at Mar. 31, 2022	250,187	$ 2	331,886	(78,924)	(2,777)
Increase (Decrease) in Stockholders' Deficit
Issuance of shares (in shares)		463,610
Issuance of shares	2,381		2,381
Issuance of earn-out shares	(31,026)		(31,026)
Share-based compensation expense	7,985		7,985
Net loss	(78,655)			(78,655)
Currency translation adjustments	(9,291)				(9,291)
Recapitalization transaction (in shares)		1,967,651
Recapitalization transaction	(5,400)		(5,400)
Ending balance (in shares) at Jun. 30, 2022		21,377,828
Ending balance at Jun. 30, 2022	136,181	$ 2	305,826	(157,579)	(12,068)
Increase (Decrease) in Stockholders' Deficit
Issuance of shares (in shares)		2,300,000
Issuance of shares	0
Exercise of pre-funded warrants (in shares)		200,000
Exercise of pre-funded warrants	390		390
Share-based compensation expense	540		540
Net loss	(1,079)			(1,079)
Currency translation adjustments	$ (4,134)				(4,134)
Ending balance (in shares) at Sep. 30, 2022	23,877,828	23,877,828
Ending balance at Sep. 30, 2022	$ 131,898	$ 2	$ 306,756	$ (158,658)	$ (16,202)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash flows - operating activities
Net loss	$ (1,079)	$ (16,318)	$ (11,578)	$ (4,903)	$ (96,052)	$ (24,158)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					9,033	1,547
Amortization of debt issuance costs and discounts					16	0
Non-cash lease expense - operating lease					2,277	2,274
Non-cash interest expense					495	0
Share-based compensation expense					9,337	1,599
Deferred income tax benefit					(1,773)	0
Equity in net loss of affiliate					73	0
Change in fair value of earn-out and warrant liabilities	(19,777)		0		(37,027)	0
Impairment loss	2,252		1,610		66,504	1,610	$ 0
Changes in assets and liabilities:
Inventory					(90)	(588)
Prepaid expenses and other current assets					152	(669)
Trade receivables, net					92	(175)
Other non-current assets					(222)	(601)
Account payables, accrued expenses and accrued salaries and wages					2,833	9,903
Other non-current liabilities					(5,039)	(1,083)
Net cash used in operating activities					(49,391)	(10,341)
Cash flows - investing activities
Purchases of property, plant, and equipment					(23,411)	(59,961)
Deposit for acquisition					0	(35,924)
Payment for acquisition, net of cash acquired					0	(14,213)
Net cash used in investing activities					(23,411)	(110,098)
Cash flows - financing activities
Net proceeds from issuance of common stock and warrants					9,526	30,632
Proceeds from government grant					1,906	0
Proceeds from issuance of convertible debt					14,000	0
Proceeds from sale of property, plant and equipment for failed sale-leaseback					8,080	0
Proceeds from loan facility					25,500	32,615
Debt issuance costs					(352)	0
Payments on finance lease liabilities					(1,267)	0
Net cash provided by financing activities					57,393	63,247
Net decrease in cash and cash equivalents					(15,409)	(57,192)
Cash and cash equivalents at beginning of period		$ 16,146		$ 113,353	16,146	113,353	113,353
Effect of exchange rate changes on cash and cash equivalents					1,572	0
Cash and cash equivalents at end of period	$ 2,309		$ 56,161		2,309	56,161	$ 16,146
Non-cash activities:
Fixed assets purchases in accounts payable					3,350	9,706
Right-of-use assets obtained in exchange for new finance lease liabilities					7,423	0
Right-of-use assets obtained in exchange for new operating lease liabilities					(237)	44,180
Exercise of pre-funded warrants					390	0
Supplemental Cash Flow Information [Abstract]
Cash paid for interest					$ 706	$ 28

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Description of Business: Kalera Public Ltd Co. (“Kalera” or the “Company”) is the holding company of the Kalera group, originally formed in 2010. Together with its subsidiaries, Kalera is a leading vertical farming company. The Company utilizes proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round for the retail and food service markets. At September 30, 2022, the Company has five (5) large scale operating hydroponic farms (“farms” or “production facilities”) within Colorado, Florida, Georgia, Texas and Kuwait. The Company is building new farms in several locations, including Washington, Minnesota and Singapore. The Company is organized as a single operating segment. Substantially all of the assets and operations of the Company are located in the United States (“U.S.”). Business Combination: On June 28, 2022, (the “Closing Date”), Kalera SA (f/k/a Kalera AS) consummated a previously announced business combination (the “Business Combination”) pursuant to the business combination agreement and plan of reorganization (the “Business Combination Agreement”) dated January 30, 2022, by and among: (i) Agrico Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Agrico”), (ii) the Company (f/k/a/ Figgreen Limited, an Irish private limited company then renamed “Kalera Public Limited Company,” in connection with the Business Combination), (iii) Kalera Cayman Merger Sub, a Cayman Islands exempted company (“Cayman Merger Sub”), (iv) Kalera Luxembourg Merger Sub SARL (“Lux Merger Sub” and, together with Cayman Merger Sub, the “Merger Subs”) and (v) Kalera AS, a Norwegian private limited liability company. The Merger Subs were formed solely as vehicles for consummating the Business Combination, and the Merger Subs were direct wholly owned subsidiaries of Kalera SA. As of the Closing Date, the Merger Subs ceased to have a separate legal existence and Kalera SA became a wholly owned subsidiary of Kalera. Shortly after the Closing Date, Agrico elected to be treated as a “disregarded entity” for U.S. federal income tax purposes, and started its process of liquidation. Pursuant to the Business Combination Agreement: a. On June 27, 2022, Cayman Merger Sub merged with and into Agrico, with Agrico continuing as the surviving entity and as a wholly owned subsidiary of Kalera (the “First Merger”). Agrico issued Agrico Class A ordinary shares to Kalera (the “Agrico Share Issuance”), and, in each case as consideration for the First Merger and the Agrico Share Issuance: i. Agrico shareholders received shares in the capital of Kalera, and ii. the holders of Agrico Warrants (as defined below) had their Agrico Warrants assumed by Kalera and a djusted to become exercisable for shares in the capital of Kalera . b. On the Closing Date, by way of a capital reduction (the “Kalera Capital Reduction”) pursuant to the Luxembourg Companies Act, and in each case as consideration for the ordinary shares of Kalera SA and the Kalera SA options being cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger (as defined below): i. Kalera SA shareholders (except Kalera) received shares in the capital of Kalera: ii. The holders of in-the-money Kalera SA options received options in the capital of Kalera, (the “Kalera Options”) and iii. Kalera SA options that were out-of-the money were cancelled. c. Immediately following the Kalera Capital Reduction , on the Closing Date, Lux Merger Sub merged with and into Kalera SA, with Kalera SA as the surviving entity of the Second Merger. Kalera SA issued shares to Kalera. “Agrico Warrants” means warrants entitling the holder thereof to purchase one Agrico ordinary share at a price of $11.50 per share, including certain warrants purchased by DJCAAC LLC and Maxim Group LLC in a private placement at the time of the Agrico IPO for a purchase price of $1.00 per warrant, each of which is exercisable for one ordinary share. The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, Agrico is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of the Company issuing stock for the net assets of Agrico, accompanied by a recapitalization. The net assets of Agrico are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of the Company. Nature of Operations, Liquidity and Going Concern Considerations: Since inception, the Company has financed its operations primarily through the sale of shares of common stock and debt financing. The Company incurred net losses during the nine months ended September 30, 2022 and 2021 of $(96,052) thousand and $(24,158) thousand, respectively, and has an accumulated deficit of $(158,658) thousand at September 30, 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. However, substantial doubt about the Company’s ability to continue as a going concern still exists. 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 committed as of September 30, 2022. During the second quarter of 2022, the Company 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 (see Note 13). In the third quarter of 2022, the Company entered into a securities purchase agreement with a single institutional investor to raise approximately $10,000 thousand through a private placement. Pursuant to the securities purchase agreement, the Company agreed to issue to a single institutional investor certain Kalera ordinary shares at par value of $.0001 per share, and certain pre-funded warrants, Series A Warrants and Series B Warrants (both terms as defined below), at a price of $4.00 per ordinary share (see Note 17). In addition, the Company amended its convertible debt to secure an additional $4,000 thousand and drew an additional $5,500 thousand on its existing Farm Credit Facility. Furthermore, in October 2022, the Company entered into a placement agency agreement with a placement agent to raise approximately $8,840 thousand through a public offering. Pursuant to the placing agency agreement the Company agreed to issue certain units, consisting of Kalera ordinary shares with a par value of $0.0001, certain pre-funded warrants and Class A Warrants (as defined below), at a price of $0.13 per ordinary share (see Note 22). 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 for the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021. The results for the interim periods are not necessarily indicative of the results for the full year. Principles of Consolidation The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions, balances and unrealized gains and losses have been eliminated in consolidation. The Company includes the following wholly owned subsidiaries as of September 30, 2022: Kalera Public Ltd Co. • Kalera Inc. • Agrico Acquisition Corp. Inc • Iveron Materials, Inc. • Vindara, Inc. • Kalera GmbH (Germany) • Kalera S.A. (Luxembourg) • Kalera Real Estate Holdings, LLC • Kalera Singapore PTE. LTD. • Kalera Kuwait Agricultural Company for Agricultural Contracting • Kalera Middle East Holding Ltd (Dubai) Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP, requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may or may not differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of inventory, stock-based compensation, warrants, earn-out liabilities, leases and other valuation estimates. The Company’s results can also be affected by economic, political, legislative, regulatory, legal actions, and the global volatility and general market disruption resulting from the global COVID-19 pandemic and geopolitical tensions, such as Russia’s recent incursion into Ukraine. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, environmental, regulatory or administrative actions, claims, or proceedings. Leases The Company identifies leases by evaluating its contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. The Company considers whether it can control the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. Leases with terms greater than twelve (12) months are classified as either operating or finance leases at the commencement date based on guidance in Accounting Standards Codification (ASC) 842, Leases . 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. Earnout Liabilities The Company values earnout liabilities related to future contingent equity shares using a Monte-Carlo model. Subsequent changes in their respective fair values are recognized in earnings at each reporting date. Warrant Liabilities The Company values the private warrants at each measurement date using the Black-Scholes option pricing model. Subsequent changes in their respective fair values are recognized in earnings at each reporting date. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (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. For certain contracts with distributors, customer discounts may be uncertain at the time of transfer of the product, and in those circumstances we use our historical experience, industry norms and input from customer to estimate the amount of revenue recorded. No significant element of financing is deemed present as the sales are made with a credit term of thirty (30) days, which is consistent with market practice. A trade receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. Reclassification Certain prior period amounts related to plant, property and equipment have been reclassified to conform with current period presentation. Recently Issued Accounting Pronouncements The Company adopted Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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 second and third quarter of 2022 did not require separation from the debt instrument. Refer to Note 12 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 .

BUSINESS COMBINATION

BUSINESS COMBINATION	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS COMBINATION	BUSINESS COMBINATION On the Closing Date, the parties to the Business Combination Agreement consummated the Business Combination. Holders of 14,347,974 Class A ordinary shares of Agrico exercised their right to redeem such shares for cash at a price of approximately $10.21 per share for aggregate payments of approximately $146.6 million. On the Closing Date: i. An aggregate of 170,776 Agrico Class A shares were exchanged for an equivalent number of Kalera ordinary shares; ii. An aggregate of 1,796,875 Agrico Class B shares were converted into Agrico A shares on a one-for-one basis and were further exchanged for an equivalent number of Kalera ordinary shares; iii. An aggregate of 275,000 Kalera ordinary shares were issued to Maxim Group LLC as part of the settlement agreement (see Note 14); iv. An aggregate of 7,250,000 warrants issued by Agrico in a private placement at the time of Agrico’s initial public offering were exchanged for an equivalent number of public warrants of Agrico (the “Converted Agrico Warrants”) (see Note 16); v. An aggregate of 7,187,500 warrants issued by Agrico in connection with its initial public offering and the Converted Agrico Warrants were exchanged for an equivalent number of public warrants of Kalera (the “Kalera Warrants”) (see Note 16); vi. An aggregate of 105,719,212 Kalera SA ordinary shares were exchanged for 19,135,177 Kalera ordinary shares; vii. The debt holders’ option to convert any amount of the then-outstanding unpaid principal and accrued interest under the Note (as defined in Note 12 below) became effective; viii. An aggregate of 4,000,000 in-the-money Kalera SA options were exchanged for 364,000 Kalera options (see note 9); ix. Kalera SA options that were out-of-the money were cancelled with an offer to be replaced by new options of Kalera (see Note 9); and x. Pursuant to the Contingent Value Rights Agreement (as defined in Note 15 below) CVR holders became entitled to receive 1,858,966 Kalera ordinary shares upon achievement of each one of the two milestones set forth under the agreement. Reverse Recapitalization As discussed in Note 1 - Description of Business, on June 28, 2022, Agrico completed the Recapitalization Transaction. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Agrico was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Kalera issuing stock for the net assets of Agrico, accompanied by a recapitalization. The net assets of Agrico are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statements of stockholders’ equity and cash flows for the nine months ended September 30, 2022: Recapitalization Transaction Cash - Agrico trust and cash, net of redemptions $ 311 Non-cash net liabilities assumed from Agrico (5,745) Non-cash net assets assumed from Agrico 34 Net impact on total stockholders’ equity $ (5,400)

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
INVENTORY	INVENTORY The Company’s inventory consists of finished goods from farming production, raw materials and supplies used in the farming production, and work–in process farming production. Raw materials and supplies are comprised of seeds, nutrients, and packaging for finished goods. Work–in–process and finished goods include in–process and ready–to–eat lettuce varieties and micro–greens, including the packaging for the finished product. In thousands Unaudited September 30, 2022 December 31, 2021 Raw materials and supplies $ 619 $ 456 Work in process 487 76 Finished goods 174 658 Total inventories $ 1,280 $ 1,190

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	NOTE 5: PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consists of the following: In thousands Unaudited September 30, 2022 December 31, 2021 Production facilities $ 88,140 $ 56,130 Furniture, fittings & equipment 5,452 5,336 Industrial property — 3,670 Vehicles 531 378 Assets under construction 60,013 67,862 Less: accumulated depreciation (9,512) (5,214) Total property, plant and equipment, net $ 144,624 $ 128,162 Depreciation expense for the three and nine months ended September 30, 2022 amounted to $1,541 thousand and $4,298 thousand, respectively, compared to 2021 that amounted to $499 thousand and $999 thousand for the three and nine months ended September 30, 2021, respectively. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. In the three months ended September 30, 2022, the Company postponed construction of new farms at certain locations. The Company concluded that the decline in previously forecasted cash flows on two of the Company’s facilities, due to a delay in the expected opening, constituted an impairment triggering event as of September 30, 2022. Based on the Company's analysis, an impairment charge of $2,252 thousand, which is included in the Impairment loss line item on the condensed consolidated statements of operations and comprehensive loss, was recorded to reduce the carrying value of the assets under construction to the estimated fair value as of September 30, 2022.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
LEASES	LEASES The Company’s leases do not provide an implicit borrowing rate, thus the Company uses an estimated incremental borrowing rate in determining the present value of lease liabilities. The estimated incremental borrowing rate is derived from information available at the lease commencement date. For the quarter ended September 30, 2022 and 2021, the weighted average incremental borrowing rate for the leases is 7.66% and 7.66%, respectively and the weighted average lease term for operating leases is 17.92 years and 19.00 years, respectively. Future minimum lease payments as of September 30, 2022 are as follows: In thousands Remainder of 2022 $ 1,275 2023 5,165 2024 5,259 2025 5,346 2026 5,425 Thereafter 86,294 Total undiscounted operating lease payments 108,764 Less: Imputed interest (49,706) Present value of total operating leases $ 59,058

GOODWILL AND BUSINESS ACQUISITI

GOODWILL AND BUSINESS ACQUISITIONS	9 Months Ended
	Sep. 30, 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 $22,592 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 to record the assets and liabilities acquired. 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 There was no goodwill balance at September 30, 2022 due to a goodwill impairment of $64,252 thousand, during the second quarter ended, June 30, 2022. The goodwill balance at December 31, 2021 is attributed to businesses the Company acquired during the year ended December 31, 2021, summarized in the table below. In thousands Unaudited September 30, 2022 December 31, 2021 Goodwill attributed to the following acquisitions: Vindara $ 14,430 $ 14,430 Kalera GmbH 43,813 47,982 Kalera Middle East 5,853 5,853 Other 156 156 Impairment - June 30, 2022 (64,252) — $ — $ 68,421 Goodwill Impairment

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	INTANGIBLE ASSETS In thousands Unaudited September 30, 2022 December 31, 2021 Technology $ 53,599 $ 62,150 Less: accumulated amortization (4,178) (1,018) Net book value - Technology 49,421 61,132 Intellectual property 9,250 9,250 Less: accumulated amortization (1,388) (694) Net book value - Intellectual property 7,862 8,556 Patents, licenses and software development 2,822 2,822 Less: accumulated amortization (413) (139) Net book value - Patents, licenses and software development 2,409 2,683 Total intangible assets, net $ 59,692 $ 72,371 Amortization expense on intangible assets for the three and nine months ended September 30, 2022 amounted to $1,367 thousand and $4,127 thousand, respectively. Amortization expense on intangible assets for the three and nine months ended September 30, 2021 amounted to $275 thousand and $550 thousand, respectively. Estimated amortization expense for each of the five succeeding years is as follows: Technology Intellectual Property Patents, license, and software development Total Remainder of 2022 $ 1,035 $ 232 $ 141 $ 1,408 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 31,763 3,930 63 35,756 59,692 The weighted average amortization period remaining as of September 30, 2022 is as follows: Intellectual property 8.75 years Technology 14.25 years Patents, licences and software development 4.25 years

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
SHARE-BASED COMPENSATION	SHARE-BASED COMPENSATION Total stock-based compensation expense was $540 thousand and $9,337 thousand for the three and nine months ended September 30, 2022, respectively, compared to $568 thousand and $1,002 thousand for the three and nine months ended September 30, 2021, respectively. These amounts are included within selling, general and administrative expenses on the accompanying condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2022 and September 30, 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 (90%) assumptions are based on the Company's life-to-date historical volatility since inception. The risk-free rates (3.12%) are based on similar term U.S. Treasury rates in effect at the time of the stock grant. The expected stock option life represents the period of time that the stock options granted are expected to be outstanding and is based on historical experience. Share-based compensation expense is recognized only for those stock-based awards expected to vest. As part of the Business Combination Agreement, each out-of-the-money company option that were outstanding at the Closing Date were cancelled for no consideration, other than the right to receive new options in a future date. As of June 30, 2022 all out-of-the-money options were cancelled and zero options are outstanding. The Company recorded additional stock based compensation expenses of $7,200 thousand for the three months ended June 30, 2022 to reflect the unrecognized fair market value of the cancelled options. Additionally, an aggregate of 4,000,000 in-the-money Kalera AS options were exchanged for 364,000 Kalera Options at the Business Combination date. In August 2022, Kalera established a new stock-based compensation plan (“Long Term Stock Incentive Plan” or “LTSI Plan”) which governs its granting of stock-based compensation to employees and non-employees which is administered by the Compensation Committee of the Board. Following the establishment of the LTSI Plan, Kalera issued stock options to its employees. Of the stock options issued it should be noted that: (i) a portion vested immediately on the grant date and (ii) the remainder vest over several years with continued service. Per the Agreement, should the employee’s service be terminated for any reason the portion of options unvested shall immediately be forfeited and cancelled. The stock options will expire on the tenth anniversary of the Grant Date, August 22, 2022. The Company recognizes compensation expense on awards which vest over time upon the achievement of service conditions on the grant date fair value of the awards on a straight-line basis over the requisite service period. The following table represents stock option activity for the three and nine months ended September 30, 2022, respectively: No. of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Stock Options Outstanding - June 30, 2022 — Granted 904,505 $ 2.42 Vested 198,494 2.42 Exercised — 2.42 Forfeited and Expired — 2.42 Stock Options Outstanding - September 30, 2022 904,505 2.42 9.90 Vested - September 30, 2022 198,494 $ 2.42 9.90 Nonvested - September 30, 2022 706,011 $ 2.42 In addition to the above, Kalera also issued Restricted Stock Units (“RSUs”) to certain executives and Directors of the Board on August 22, 2022. Each RSU represents the right to receive one Share upon settlement. RSUs in issue will vest one year from the grant date (the “Vesting Date”), subject to continuous service with the company. It should be further noted that awards issued to the CEO, vest over a four-year period from the Grant Date. As per the agreement, should the nonemployee’s service be terminated for any reason, all outstanding and unvested RSUs shall immediately be forfeited and cancelled. The Company recognizes compensation expense on its Director and CEO awards which vest over time upon the achievement of service conditions on the grant date fair value of the awards on a straight-line basis over the requisite service period. The following table represents RSU activity for the three and nine months ended September 30, 2022, respectively: No. of Units Weighted Average Grant Date Fair Value RSU's Nonvested - June 30, 2022 — $ — Granted 607,447 2.42 Vested — — Forfeited and Expired — — RSU's Nonvested - September 30, 2022 607,447 $ 2.42

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS	9 Months Ended
	Sep. 30, 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 Asset retirement obligations at December 31, 2020 $ 588 Accretion expenses 5 Asset retirement obligations at March 31, 2021 593 Accretion expenses 13 Asset retirement obligations at June 30, 2021 $ 606 Accretion expenses 16 Asset retirement obligations at September 30, 2021 $ 622 Asset retirement obligations at December 31, 2021 $ 1,527 Accretion expenses 63 Asset retirement obligations at March 31, 2022 1,590 Accretion expenses 32 Asset retirement obligations at June 30, 2022 $ 1,622 Accretion expenses 33 Asset retirement obligations at September 30, 2022 $ 1,655

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company’s effective income tax rate was 0.3% and 1.6% for the three and nine months ended September 30, 2022, respectively and 0.0% for the three and nine ended September 30, 2021, respectively. The variance from the U.S. federal statutory rate of 21% for the three and nine months ended September 30, 2022 and September 30, 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	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
CONVERTIBLE LOAN	CONVERTIBLE LOANOn March 4, 2022, the Company entered into a secured convertible promissory note agreement (the “Note”) with third parties in the amount of $10,000 thousand, with a commitment of up to $20,000 thousand. All unpaid principal, fees, and accrued interest is due and payable in full one year from the loan funding date of March 8, 2022. Interest is accrued at a payment in kind annual rate of 8.0%. The loan is secured by all tangible assets, intangible 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 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. On August 22, 2022, the Company amended the secured convertible promissory note agreement dated March 4, 2022 (“First Amendment”) and made a second amendment on September 19, 2022 (“Second Amendment”), together referred to as the “Amendments”. The key changes in the First Amendment were a change in the conversion price to common shares from $10.00 per share to $3.50 per share and an increase in funds from $10,000 thousand to $13,500 thousand. The key change in the Second Amendment was an increase in funds provided by lenders from $13,500 thousand to $14,000 thousand. Each amendment added new lenders to the loan agreement. Management first performed an analysis under ASC 470-60, Debt to determine whether the transaction met the criteria for troubled debt restructuring. Management concluded that no concessions were made to the lenders under the Amendments and as such the first amendment would not meet the criteria of a troubled debt restructuring regardless of the assessment of the Company’s financial status. Additionally, the second amendment adds additional funds from a new lender, while no other terms were changed, therefore would not qualify as a troubled debt restructuring. Management then performed an analysis under ASC 470-50, Debt to determine whether the amendments result in modification or extinguishment of debt. The decision between debt extinguishment and modification is dependent on two factors: (i) If the lender remains the same and; (ii) If the change in the debt terms is considered substantial. Under the first amendment, two of the lenders remained the same and it was determined that the changes in terms of the cash flow test under ASC 470-50-40-10 were not significant. The first amendment resulted in extinguishment accounting, however, the Company did not defer any financing costs related to the original loan or the first amendment as they were immaterial in nature. As a a result, no accounting entries were required to record the extinguishment, All new lenders under the amendments are accounted for as new loans and as such outside the scope of modification versus extinguishment accounting. On April 14, 2022, Kalera Inc. (a wholly owned subsidiary), as borrower, entered into the Farm Credit Loan and Security Agreement with Farm Credit of Central Florida, ACA (“Farm Credit”), under which Farm Credit agreed to make (i) revolving loans in an aggregate principal amount up to $10 million and (ii) one or more term loans in an aggregate principal amount up to $20 million. The revolving facility under the Farm Credit Loan and Security Agreement matures on the second anniversary of the date of the agreement, unless commitments thereunder are terminated earlier in accordance with the terms of the agreement. The term loan facility may be drawn upon within the first 24 months of the Farm Credit Loan and Security Agreement and matures on the tenth anniversary of such agreement. Each revolving loan will bear interest at an annual rate equal to the prime rate plus 0.625% and each term loan will bear interest at an annual rate equal to the prime rate plus 0.75%. The interest rate on the revolving facility at September 30, 2022 is 6.88% with an outstanding balance of $5,500 thousand. Interest expense related to the revolving facility for the three and nine months ended September 30, 2022 amounted to $13 thousand, respectively. As of September 30, 2022, $10 thousand of accrued interest related to the revolver is included within the Debt balance on the accompanying unaudited condensed consolidated balance sheet. The interest rate of the term loan at September 30, 2022 is 5.50% per annum with an outstanding balance of $20,000 thousand due July 2032. The Company incurred debt issuance costs of $352 thousand related to the Farm Credit Loan. During the nine months ended September 30, 2022, amortization of debt issuance costs amounted to $16 thousand for the nine months ended September 30, 2022. As of September 30, 2022, there was $336 thousand of unamortized debt issuance costs included in Debt in the accompanying unaudited condensed consolidated balance sheets. Interest expense incurred during the three and nine months ended September 30, 2022 amounted to $315 thousand and $482 thousand, respectively. As of September 30, 2022, $111 thousand of accrued interest is included within the Debt balance on the accompanying unaudited condensed consolidated balance sheet at September 30, 2022. Interest payments on quarterly basis starting on June 1st, 2022 and principal payment quarterly starting on July 1st, 2024 until January 1st 2032. Future minimum principal payments as of September 30, 2022 are as follows: In thousands Reminder of 2022 $ — 2023 — 2024 1,875 2025 2,500 2026 2,500 Thereafter 13,125 $ 20,000 On September 21, 2022, the Company amended the original agreement to include Vindara Inc., a wholly owned subsidiary of the company as a joint guarantor of the debt and the waiver of the covenant described below to begin with the fiscal year ending December 31, 2022. The obligations under the Farm Credit Loan and Security Agreement are required to be guaranteed by all existing and future subsidiaries of the borrower other than Kalera Real Estate Holdings LLC. The obligations under the Farm Credit Loan and Security Agreement are secured by a continuing security interest and lien in substantially all of assets and property of the loan parties, as more fully described in the Farm Credit Loan and Security Agreement, except for any Excluded Assets (as defined in the Farm Credit Loan and Security Agreement). Excluded Assets include, among others, as specified in the agreement, the loan parties’ real property, and any “intent-to-use” application for registration of a trademark. The Farm Credit Loan and Security Agreement contains customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, and dividends and other distributions. The Farm Credit Loan and Security Agreement requires compliance with certain financial covenants. These financial covenants include (a) a minimum Liquidity (as defined in the Farm Credit Loan and Security Agreement), (ii) a maximum Consolidated Funded Debt to Capital Ratio (as defined in the Farm Credit Loan and Security Agreement), and (iii) a maximum Consolidated Funded Debt to EBITDA Ratio (as defined in the Farm Credit Loan and Security Agreement). So long as any term loans are outstanding under the agreement, commencing with the fiscal quarter ending December 31, 2022, on a quarterly basis, the borrower would be required to maintain a minimum Liquidity equal to the projected scheduled aggregate principal and interest payments with respect to the term loan for the three-year period immediately following such fiscal quarter end. On a yearly basis, commencing with the fiscal year ending December 31, 2022, the borrower would be required, as of the end of each fiscal year, to maintain a maximum Consolidated Funded Debt to Capital Ratio of forty-five percent (45%). On a yearly basis, commencing with the fiscal year ending December 31, 2024, the borrower would be required, as of the end of each fiscal year, to maintain a maximum Consolidated Funded Debt to EBITDA Ratio of 3.25 to 1.00. There can be no assurance that Kalera will be able to maintain compliance with these covenants or the debt service obligations associated with its indebtedness, and, if it fails to do so, there can be no assurances that it will be able to obtain waivers from the applicable lenders or investors and/or amend any of these arrangements.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
DEBT	CONVERTIBLE LOANOn March 4, 2022, the Company entered into a secured convertible promissory note agreement (the “Note”) with third parties in the amount of $10,000 thousand, with a commitment of up to $20,000 thousand. All unpaid principal, fees, and accrued interest is due and payable in full one year from the loan funding date of March 8, 2022. Interest is accrued at a payment in kind annual rate of 8.0%. The loan is secured by all tangible assets, intangible 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 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. On August 22, 2022, the Company amended the secured convertible promissory note agreement dated March 4, 2022 (“First Amendment”) and made a second amendment on September 19, 2022 (“Second Amendment”), together referred to as the “Amendments”. The key changes in the First Amendment were a change in the conversion price to common shares from $10.00 per share to $3.50 per share and an increase in funds from $10,000 thousand to $13,500 thousand. The key change in the Second Amendment was an increase in funds provided by lenders from $13,500 thousand to $14,000 thousand. Each amendment added new lenders to the loan agreement. Management first performed an analysis under ASC 470-60, Debt to determine whether the transaction met the criteria for troubled debt restructuring. Management concluded that no concessions were made to the lenders under the Amendments and as such the first amendment would not meet the criteria of a troubled debt restructuring regardless of the assessment of the Company’s financial status. Additionally, the second amendment adds additional funds from a new lender, while no other terms were changed, therefore would not qualify as a troubled debt restructuring. Management then performed an analysis under ASC 470-50, Debt to determine whether the amendments result in modification or extinguishment of debt. The decision between debt extinguishment and modification is dependent on two factors: (i) If the lender remains the same and; (ii) If the change in the debt terms is considered substantial. Under the first amendment, two of the lenders remained the same and it was determined that the changes in terms of the cash flow test under ASC 470-50-40-10 were not significant. The first amendment resulted in extinguishment accounting, however, the Company did not defer any financing costs related to the original loan or the first amendment as they were immaterial in nature. As a a result, no accounting entries were required to record the extinguishment, All new lenders under the amendments are accounted for as new loans and as such outside the scope of modification versus extinguishment accounting. On April 14, 2022, Kalera Inc. (a wholly owned subsidiary), as borrower, entered into the Farm Credit Loan and Security Agreement with Farm Credit of Central Florida, ACA (“Farm Credit”), under which Farm Credit agreed to make (i) revolving loans in an aggregate principal amount up to $10 million and (ii) one or more term loans in an aggregate principal amount up to $20 million. The revolving facility under the Farm Credit Loan and Security Agreement matures on the second anniversary of the date of the agreement, unless commitments thereunder are terminated earlier in accordance with the terms of the agreement. The term loan facility may be drawn upon within the first 24 months of the Farm Credit Loan and Security Agreement and matures on the tenth anniversary of such agreement. Each revolving loan will bear interest at an annual rate equal to the prime rate plus 0.625% and each term loan will bear interest at an annual rate equal to the prime rate plus 0.75%. The interest rate on the revolving facility at September 30, 2022 is 6.88% with an outstanding balance of $5,500 thousand. Interest expense related to the revolving facility for the three and nine months ended September 30, 2022 amounted to $13 thousand, respectively. As of September 30, 2022, $10 thousand of accrued interest related to the revolver is included within the Debt balance on the accompanying unaudited condensed consolidated balance sheet. The interest rate of the term loan at September 30, 2022 is 5.50% per annum with an outstanding balance of $20,000 thousand due July 2032. The Company incurred debt issuance costs of $352 thousand related to the Farm Credit Loan. During the nine months ended September 30, 2022, amortization of debt issuance costs amounted to $16 thousand for the nine months ended September 30, 2022. As of September 30, 2022, there was $336 thousand of unamortized debt issuance costs included in Debt in the accompanying unaudited condensed consolidated balance sheets. Interest expense incurred during the three and nine months ended September 30, 2022 amounted to $315 thousand and $482 thousand, respectively. As of September 30, 2022, $111 thousand of accrued interest is included within the Debt balance on the accompanying unaudited condensed consolidated balance sheet at September 30, 2022. Interest payments on quarterly basis starting on June 1st, 2022 and principal payment quarterly starting on July 1st, 2024 until January 1st 2032. Future minimum principal payments as of September 30, 2022 are as follows: In thousands Reminder of 2022 $ — 2023 — 2024 1,875 2025 2,500 2026 2,500 Thereafter 13,125 $ 20,000 On September 21, 2022, the Company amended the original agreement to include Vindara Inc., a wholly owned subsidiary of the company as a joint guarantor of the debt and the waiver of the covenant described below to begin with the fiscal year ending December 31, 2022. The obligations under the Farm Credit Loan and Security Agreement are required to be guaranteed by all existing and future subsidiaries of the borrower other than Kalera Real Estate Holdings LLC. The obligations under the Farm Credit Loan and Security Agreement are secured by a continuing security interest and lien in substantially all of assets and property of the loan parties, as more fully described in the Farm Credit Loan and Security Agreement, except for any Excluded Assets (as defined in the Farm Credit Loan and Security Agreement). Excluded Assets include, among others, as specified in the agreement, the loan parties’ real property, and any “intent-to-use” application for registration of a trademark. The Farm Credit Loan and Security Agreement contains customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, and dividends and other distributions. The Farm Credit Loan and Security Agreement requires compliance with certain financial covenants. These financial covenants include (a) a minimum Liquidity (as defined in the Farm Credit Loan and Security Agreement), (ii) a maximum Consolidated Funded Debt to Capital Ratio (as defined in the Farm Credit Loan and Security Agreement), and (iii) a maximum Consolidated Funded Debt to EBITDA Ratio (as defined in the Farm Credit Loan and Security Agreement). So long as any term loans are outstanding under the agreement, commencing with the fiscal quarter ending December 31, 2022, on a quarterly basis, the borrower would be required to maintain a minimum Liquidity equal to the projected scheduled aggregate principal and interest payments with respect to the term loan for the three-year period immediately following such fiscal quarter end. On a yearly basis, commencing with the fiscal year ending December 31, 2022, the borrower would be required, as of the end of each fiscal year, to maintain a maximum Consolidated Funded Debt to Capital Ratio of forty-five percent (45%). On a yearly basis, commencing with the fiscal year ending December 31, 2024, the borrower would be required, as of the end of each fiscal year, to maintain a maximum Consolidated Funded Debt to EBITDA Ratio of 3.25 to 1.00. There can be no assurance that Kalera will be able to maintain compliance with these covenants or the debt service obligations associated with its indebtedness, and, if it fails to do so, there can be no assurances that it will be able to obtain waivers from the applicable lenders or investors and/or amend any of these arrangements.

DEFERRED UNDERWRITING FEES AND

DEFERRED UNDERWRITING FEES AND GRANTS	9 Months Ended
	Sep. 30, 2022
Other Liabilities Disclosure [Abstract]
DEFERRED UNDERWRITING FEES AND GRANTS	DEFERRED UNDERWRITING FEES AND GRANTS The deferred underwriting fees payable to the underwriters accrued by Agrico Acquisition Corp. as of the closing of the Business Combination described in Note 2 amounted to $5,031 thousand. Pursuant to the settlement and release agreement dated June 26, 2022 between Agrico Acquisition Corp. and Kalera Public Limited Company, these fees were settled with the issuance of 275,000 shares of Kalera common stock and a note payable in the amount of $2,850 thousand due on the thirteen-month anniversary, July 2023. There is no interest payable on this note and the outstanding balance at September 30, 2022 is $2,850 thousand and is included within deferred underwriting fees and grants on the accompanying consolidated balance sheets. During 2021, the Company obtained a grant from the Singapore Food Agency (SFA) and Singapore Economic Development Board (EDB). The grant has to be used for specific projects per the agreement and maintained until December 31, 2024. In the event the funds are not used per the agreement, the funds have to be returned to the agencies. There is no interest payable on this grant in the event the funds are not used as indicated. The amount payable by the Company as of September 30, 2022 is $2,499 thousand and is included within deferred underwriting fees and grants on the accompanying consolidated balance sheets.

EARN-OUT LIABILITY

EARN-OUT LIABILITY	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
EARN-OUT LIABILITY	EARN-OUT LIABILITY In conjunction with the Business Combination, on the Closing Date, Kalera entered into a contingent value rights agreement (the “Contingent Value Rights Agreement”) as additional consideration for the Second Merger and the Kalera Capital Reduction, certain Kalera security holders are entitled to receive Contingent Value Rights (“CVRs”). Each CVR represents a contingent right to receive up to two payments in the form of additional Kalera ordinary shares, issuable upon the achievement of certain milestones during the two year period following the Closing Date: 1. The first milestone event is achieved if the Kalera ordinary shares trade at or over a market price of $12.50 for 20 trading days within a 30 trading-day period, based on volume-weighted average trading prices. 2. The second milestone event is achieved if the Kalera ordinary shares trade at or over a market price of $15.00 for 20 trading days within a 30 trading-day period, based on volume-weighted average trading prices. 3. In the event of change in control (the business combination) and the corresponding per share valuation of Kalera ordinary shares is greater than or equal to (x) $12.50 or (y) $15.00 (subject to adjustments for stock splits, reverse stock splits, stock dividends, recapitalizations, exchange of shares or other like change), then in the case of clause (x), the first milestone event shall be deemed to have occurred and, in the case of clause (y) the first milestone event and the Second milestone event shall be deemed to have occurred, and in either case, the applicable milestone payment(s) shall be issued to the Holders immediately prior to the consummation of such Sale of the Company. The number of shares issuable to each CVR holder for the achievement of each milestone equals 1,858,966 Kalera ordinary shares (adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalization and the like). The CVRs are non-transferable. Insignificant amount of CVRs granted to holders of unvested in-the-money Company Options, which are subject to vesting terms with time-vesting schedules that match the terms of the underlying Company Options. The Company evaluated the Earnout Liability under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded they do not meet the criteria to be classified in shareholders’ equity. Specifically, there are contingent exercise provisions and settlement provisions that exist. It is noted that all remaining shares would be issuable (or the forfeiture provisions would lapse) upon any change of control involving the Company as describe above. This means that settlement is not solely impacted by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event. This causes the arrangement to not be indexed to the Company’s own shares and liability classification is appropriate. The Company recorded these instruments as liabilities on the condensed consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in earnings at each reporting date. At September 30, 2022 and December 31, 2021 the balance of the earn-out liability was $497 thousand and $0 thousand respectively. A gain of $19,777 thousand and $37,027 thousand was recorded in the three months and nine months ended September 30, 2022, respectively in the condensed consolidated statement of operations and comprehensive loss for the change in the fair market value of the decrease in liability due to decrease in Kalera share price from Closing Date to September 30, 2022.

WARRANTS FROM BUSINESS COMBINAT

WARRANTS FROM BUSINESS COMBINATION	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
WARRANTS FROM BUSINESS COMBINATION	WARRANTS FROM BUSINESS COMBINATION As of September 30, 2022, there were 14,438 thousand public and private warrants to purchase common stock outstanding, consisting 7,188 thousand public warrants (“Public Warrants”) and 7,250 thousand private placement warrants (“Private Warrants”), (collectively, “Warrants”) that were transferred via the Business Combination described in Note 3. Each whole Warrant entitles the holder to purchase one ordinary share of Kalera stock at a price of $11.50 per share, subject to adjustment. The Warrants will become exercisable on the later of twelve months from the closing of Agrico’s 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 the Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • In whole and not in part; • At a price of $0.01 per warrant; • Upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • If, and only if, the reported last sale price of the shares of common stock 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 commencing at any time after the warrants become exercisable and ending on the third trading day prior to the notice of the redemption is given to the warrant holders (the “Reference Value”). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants are identical to the Public Warrants, except that the Private Warrants (i) will not be transferable, assignable or salable until the completion of the initial Business Combination and (ii) will be entitled to registration rights. Both the Public and Private Warrants qualify for equity treatment in accordance with GAAP per guidance under ASC Topic 815 as they meet the indexation rule and there is no net cash settlement requirement on the Company.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2022
Private Placement Disclosure [Abstract]
PRIVATE PLACEMENT	PRIVATE PLACEMENT On July 7, 2022, the Company entered into a securities purchase agreement with a single institutional investor to raise approximately $10,000 thousand through the private placement of 2,300,000 shares of common stock; 200,000 of pre-funded warrants; 2,500,000 series A warrants (the “Series A Warrants”) and 2,500,000 series B warrants (the “Series B Warrants”). Each share of common stock (or pre-funded warrant in lieu thereof) were sold together with accompanying warrants at a combined effective purchase price of $4.00. The Series A Warrants will be exercisable six months from the date of issuance at an exercise price of $4.41 per share and will expire two years from the date of issuance. The Series B Warrants will be exercisable six months from the date of issuance at an exercise price of $4.41 per share and will expire five and a half years from the date of issuance. The Company incurred placement agent fees related to this transaction in the amount of $750 thousand for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, the 200,000 pre-funded warrants were exercised at an exercise price of $0.0001 per share and converted to 200,000 shares of common stock. The Company determined the classification of the warrants based on guidance under ASC 480 - Distinguishing Liabilities from Equit y and ASC 815 - Derivatives and Hedging . The Pre-funded warrants, Series A and Series B warrants have certain settlement features which result in liability classification. Management analyzed whether the warrants are indexed to the Company’s stock. In reviewing the settlement terms of the warrants it was noted that on the date of issuance there were two potential settlement outcomes which preclude the Series Warrants from being deemed indexed to the Company’s stock: (i) the cashless exercise option and (ii) the option to receive cash payment upon a change of control transaction. Both of these individual terms fail the fixed for fixed concept within ASC 815 as the instruments in both scenarios could be settled for an amount that is not equal to the fair value of the Company’s common shares. This is due to the Bid price not being reflective of the fair market value of the common shares (i.e. mid-price) and the volatility adjustment being based on a fixed volatility assumption (expected volatility equal to the greater of 100% volatility or 100 day volatility) which could result in a settlement amount that is greater than the settlement amount of a fixed-for-fixed option on the entity’s shares. The Pre-funded, Series A and Series B warrants are measured at fair value on a recurring basis. The Company engaged a third-party independent firm to assist with the valuation of the warrants as of the issuance date. Fair value was determined based on a Black-Scholes option pricing model which was deemed appropriate by the Company based on the terms in place.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The company categorizes its assets and liabilities into one of three levels based on the assumptions (inputs) used in determining their values, as defined below: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability. The table below presents the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for each measurement: Fair Value as of: September 30, 2022 Balance Sheet Account Level 1 Level 2 Level 3 Total Liabilities: Earn-out liabilities Earn-out and warrant liabilities — — 497 497 Series A and B warrants Earn-out and warrant liabilities — — 2,363 2,363 Total liabilities $ — $ — $ 2,860 $ 2,860 The earn-out liabilities are determined using the Monte Carlo model, a Level 3 valuation. The significant inputs to the earn-out liabilities valuations are as follows: September 30, 2022 Earn-out Liabilities Trigger price $12.50 to $15.00 Stock price $1.33 to $8.66 Volatility 90 % Time to maturity 2 years Risk-free rate 3.12% to 3.17% Dividend yield — The following table summarizes the earn-out liability activity for three and nine months ended September 30, 2022: Earn-out liabilities incurred as of June 28, 2022 $ 31,025 Change in fair value of earn-out liabilities (17,250) Fair value of earn-out liabilities as of June 30, 2022 $ 13,775 Change in fair value of earn-out liabilities (13,278) Fair value of earn-out liabilities as of September 30, 2022 $ 497 The warrant liabilities are determined using the Black-Scholes model, a Level 3 valuation. The significant inputs to the warrant liabilities are as follows: September 30, 2022 Pre-Funded Warrants Series A and B Warrant Liabilities Exercise price $ 0.0001 4.41 Stock price 1.33 1.33 Volatility 90 % 90 % Time to maturity Immediate (upon exercise) 2 years - 5.5 years Risk-free rate 3.12% to 3.17% 3.12% to 3.17% Dividend yield — — The following table summarizes the warrant liability activity for three and nine months ended September 30, 2022: Fair value of warrant liabilities as of June 30, 2022 $ — Warrant liabilities incurred 16,052 Pre-funded warrants reclassed to equity (390) Gain in change in fair value of warrant liabilities (13,299) Fair value of warrant liabilities as of September 30, 2022 $ 2,363 The change in fair value related to the earn-out and warrant liabilities for three months and nine months ended September 30, 2022 amounted to $19,777 thousand and $37,027 thousand which has been presented within the change in fair value of earn-out and warrant liabilities on the condensed consolidated statement of operations and comprehensive loss. There were no transfers to/from levels 1, 2 and three during the three and none months ended September 30, 2022.

DISAGGREGATED REVENUES BY CUSTO

DISAGGREGATED REVENUES BY CUSTOMER TYPE	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
DISAGGREGATED REVENUES BY CUSTOMER TYPE	DISAGGREGATED REVENUES BY CUSTOMER TYPE The Company recognized revenues of $1,674 thousand and $4,440 thousand for the three and nine months ended September 30, 2022, respectively, and $801 thousand and $1,629 thousand , for the three and nine months ended September 30, 2021 respectively. Food service revenues included $321 thousand of credits and promotions to `new customers mainly served under our new food services partnership. Substantially all of the Company’s revenues are generated from the sale of lettuce and micro-greens sold to retail and food service customers globally. Three months ended September 30, Nine months ended September 30, In thousands 2022 2021 2022 2021 Food service revenue $ 890 $ 452 $ 2,266 $ 885 Retail revenue 784 349 2,174 744 Net sales $ 1,674 $ 801 $ 4,440 $ 1,629

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 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 September 30, 2022, the Company has capitalized the total fair value of the facility and the equipment of approximately $7,422 thousand within “Property, plant, and equipment, net” and accounts for the cash proceeds received as a secured financing obligation. As of September 30, 2022, $7,125 thousand related to the financing obligation was classified as a long-term, while $297 thousand is classified as short-term on the unaudited condensed consolidated balance sheet. Amortization expense for the right of use asset for the three and nine months ended September 30, 2022 amounted to $203 thousand and $608 thousand, respectively. Future minimum payments of the financing obligation as of September 30, 2022 are as follows: In thousands Remainder of 2022 $ 283 2023 621 2024 640 2025 656 2026 673 Thereafter 11,858 Total undiscounted financing obligation 14,731 Less: Imputed interest (7,309) Present value of total financing obligation $ 7,422

LOSS PER SHARE

LOSS PER SHARE	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
LOSS PER SHARE	LOSS PER SHAREBasic and diluted net loss per share is calculated as follows: Unaudited Nine Months Ended In thousands, except per share data September 30, 2022 September 30, 2021 Numerator: Net loss $ (96,052) $ (24,158) Denominator: Weighted average number of common shares - basic and diluted 20,686 15,129 Net loss per ordinary share: Basic and diluted $ (4.64) $ (1.60)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Subsequent events for recognition or disclosure have been evaluated through the date the financial statements were available to be issued. Common Stock Purchase Agreement On October 26, 2022, Kalera plc entered into a public offering agreement (the “Offering”) of up to 68,000,000 units of the Company (the “Units”), consisting of (i) 50,627,692 Kalera ordinary shares with a par value of $0.0001, (ii) 17,372,308 pre-funded warrants exercisable for one Kalera ordinary share each, and (iii) up to 136,000,000 class A warrants, exercisable for one Kalera ordinary share each (the “Class A Warrants”). Each Unit consisted of one Kalera ordinary share and two Class A Warrants or one pre-funded warrant and two Class A warrants. Kalera ordinary shares were offered at a public offering price of $0.13, before deducting placement agent fees and estimated offering expenses. The pre-funded warrants were sold to purchasers whose Kalera ordinary shares in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the outstanding Kalera ordinary shares immediately following the consummation of the Offering, in lieu of Kalera ordinary shares. The pre-funded exercise price for each pre-funded warrant was equal to the price per Kalera ordinary share, minus $0.0001. No additional consideration was payable for the Class A Warrants. The components of the Units were issued separately and are immediately separable upon issuance. The pre-funded warrants are exercisable immediately (subject to the beneficial ownership cap) for one Kalera ordinary share each at a non pre-funded exercise price of $0.0001 per share and may be exercised at any time in perpetuity until all of the pre-funded warrants are exercised in full. The Class A Warrants are exercisable immediately for one Kalera ordinary share each at an exercise price of $0.13 per share and expire five years after their issuance date. The gross proceeds to the Company from the Offering, before deducting placement agent fees and estimated offering expenses, and excluding the exercise of any pre-funded warrants or Class A Warrants, were expected to be $8,840 thousand. Proposed Divestiture On October 7, 2022, the Company announced that it intends to divest its subsidiary through a sale, Vindara, and the assets of its international business. Vindara is expected to continue serving Kalera’s strategic custom seed needs and serving other indoor farming companies. The international business includes the previous &ever GmbH management team, and farming assets in Kuwait and Singapore. The book value of the net assets related to these entities is approximately $30,600 thousand as of September 30, 2022.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 for the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021. The results for the interim periods are not necessarily indicative of the results for the full year.
Principles of Consolidation	The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions, balances and unrealized gains and losses have been eliminated in consolidation. The Company includes the following wholly owned subsidiaries as of September 30, 2022: Kalera Public Ltd Co. • Kalera Inc. • Agrico Acquisition Corp. Inc • Iveron Materials, Inc. • Vindara, Inc. • Kalera GmbH (Germany) • Kalera S.A. (Luxembourg) • Kalera Real Estate Holdings, LLC • Kalera Singapore PTE. LTD. • Kalera Kuwait Agricultural Company for Agricultural Contracting • Kalera Middle East Holding Ltd (Dubai)
Use of Estimates	The preparation of the unaudited condensed consolidated financial statements in accordance with GAAP, requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may or may not differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of inventory, stock-based compensation, warrants, earn-out liabilities, leases and other valuation estimates. The Company’s results can also be affected by economic, political, legislative, regulatory, legal actions, and the global volatility and general market disruption resulting from the global COVID-19 pandemic and geopolitical tensions, such as Russia’s recent incursion into Ukraine. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, environmental, regulatory or administrative actions, claims, or proceedings.
Leases	The Company identifies leases by evaluating its contracts to determine if the contract conveys the right to use an identified asset for a stated period of time in exchange for consideration. The Company considers whether it can control the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. Leases with terms greater than twelve (12) months are classified as either operating or finance leases at the commencement date based on guidance in Accounting Standards Codification (ASC) 842, Leases
Earnout Liabilities	The Company values earnout liabilities related to future contingent equity shares using a Monte-Carlo model. Subsequent changes in their respective fair values are recognized in earnings at each reporting date.
Warrant Liabilities	The Company values the private warrants at each measurement date using the Black-Scholes option pricing model. Subsequent changes in their respective fair values are recognized in earnings at each reporting date.
Revenue Recognition	The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (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.
Reclassification	Certain prior period amounts related to plant, property and equipment have been reclassified to conform with current period presentation.
Recently Issued Accounting Pronouncements	The Company adopted Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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 second and third quarter of 2022 did not require separation from the debt instrument. Refer to Note 12 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 .

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule Of Reverse Recapitalization	The following table reconciles the elements of the Business Combination to the consolidated statements of stockholders’ equity and cash flows for the nine months ended September 30, 2022: Recapitalization Transaction Cash - Agrico trust and cash, net of redemptions $ 311 Non-cash net liabilities assumed from Agrico (5,745) Non-cash net assets assumed from Agrico 34 Net impact on total stockholders’ equity $ (5,400)

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory	The Company’s inventory consists of finished goods from farming production, raw materials and supplies used in the farming production, and work–in process farming production. Raw materials and supplies are comprised of seeds, nutrients, and packaging for finished goods. Work–in–process and finished goods include in–process and ready–to–eat lettuce varieties and micro–greens, including the packaging for the finished product. In thousands Unaudited September 30, 2022 December 31, 2021 Raw materials and supplies $ 619 $ 456 Work in process 487 76 Finished goods 174 658 Total inventories $ 1,280 $ 1,190

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	Property, plant and equipment, net, consists of the following: In thousands Unaudited September 30, 2022 December 31, 2021 Production facilities $ 88,140 $ 56,130 Furniture, fittings & equipment 5,452 5,336 Industrial property — 3,670 Vehicles 531 378 Assets under construction 60,013 67,862 Less: accumulated depreciation (9,512) (5,214) Total property, plant and equipment, net $ 144,624 $ 128,162

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of Future Minimum Lease Payments	Future minimum lease payments as of September 30, 2022 are as follows: In thousands Remainder of 2022 $ 1,275 2023 5,165 2024 5,259 2025 5,346 2026 5,425 Thereafter 86,294 Total undiscounted operating lease payments 108,764 Less: Imputed interest (49,706) Present value of total operating leases $ 59,058

GOODWILL AND BUSINESS ACQUISI_2

GOODWILL AND BUSINESS ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 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 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	The goodwill balance at December 31, 2021 is attributed to businesses the Company acquired during the year ended December 31, 2021, summarized in the table below. In thousands Unaudited September 30, 2022 December 31, 2021 Goodwill attributed to the following acquisitions: Vindara $ 14,430 $ 14,430 Kalera GmbH 43,813 47,982 Kalera Middle East 5,853 5,853 Other 156 156 Impairment - June 30, 2022 (64,252) — $ — $ 68,421

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets and Weighted Average Remaining Amortization Period	In thousands Unaudited September 30, 2022 December 31, 2021 Technology $ 53,599 $ 62,150 Less: accumulated amortization (4,178) (1,018) Net book value - Technology 49,421 61,132 Intellectual property 9,250 9,250 Less: accumulated amortization (1,388) (694) Net book value - Intellectual property 7,862 8,556 Patents, licenses and software development 2,822 2,822 Less: accumulated amortization (413) (139) Net book value - Patents, licenses and software development 2,409 2,683 Total intangible assets, net $ 59,692 $ 72,371 The weighted average amortization period remaining as of September 30, 2022 is as follows: Intellectual property 8.75 years Technology 14.25 years Patents, licences and software development 4.25 years
Schedule of Expected Amortization Expenses	Estimated amortization expense for each of the five succeeding years is as follows: Technology Intellectual Property Patents, license, and software development Total Remainder of 2022 $ 1,035 $ 232 $ 141 $ 1,408 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 31,763 3,930 63 35,756 59,692

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Summary of Stock Option Activity	The following table represents stock option activity for the three and nine months ended September 30, 2022, respectively: No. of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Stock Options Outstanding - June 30, 2022 — Granted 904,505 $ 2.42 Vested 198,494 2.42 Exercised — 2.42 Forfeited and Expired — 2.42 Stock Options Outstanding - September 30, 2022 904,505 2.42 9.90 Vested - September 30, 2022 198,494 $ 2.42 9.90 Nonvested - September 30, 2022 706,011 $ 2.42
Summary of Restricted Stock Unit, Activity	The following table represents RSU activity for the three and nine months ended September 30, 2022, respectively: No. of Units Weighted Average Grant Date Fair Value RSU's Nonvested - June 30, 2022 — $ — Granted 607,447 2.42 Vested — — Forfeited and Expired — — RSU's Nonvested - September 30, 2022 607,447 $ 2.42

ASSET RETIREMENT OBLIGATIONS (T

ASSET RETIREMENT OBLIGATIONS (Tables)	9 Months Ended
	Sep. 30, 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 Asset retirement obligations at December 31, 2020 $ 588 Accretion expenses 5 Asset retirement obligations at March 31, 2021 593 Accretion expenses 13 Asset retirement obligations at June 30, 2021 $ 606 Accretion expenses 16 Asset retirement obligations at September 30, 2021 $ 622 Asset retirement obligations at December 31, 2021 $ 1,527 Accretion expenses 63 Asset retirement obligations at March 31, 2022 1,590 Accretion expenses 32 Asset retirement obligations at June 30, 2022 $ 1,622 Accretion expenses 33 Asset retirement obligations at September 30, 2022 $ 1,655

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Future Minimum Principal Payments	Future minimum principal payments as of September 30, 2022 are as follows: In thousands Reminder of 2022 $ — 2023 — 2024 1,875 2025 2,500 2026 2,500 Thereafter 13,125 $ 20,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Financial Assets and Liabilities	The table below presents the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for each measurement: Fair Value as of: September 30, 2022 Balance Sheet Account Level 1 Level 2 Level 3 Total Liabilities: Earn-out liabilities Earn-out and warrant liabilities — — 497 497 Series A and B warrants Earn-out and warrant liabilities — — 2,363 2,363 Total liabilities $ — $ — $ 2,860 $ 2,860
Schedule of Fair Value Inputs	The earn-out liabilities are determined using the Monte Carlo model, a Level 3 valuation. The significant inputs to the earn-out liabilities valuations are as follows: September 30, 2022 Earn-out Liabilities Trigger price $12.50 to $15.00 Stock price $1.33 to $8.66 Volatility 90 % Time to maturity 2 years Risk-free rate 3.12% to 3.17% Dividend yield — The warrant liabilities are determined using the Black-Scholes model, a Level 3 valuation. The significant inputs to the warrant liabilities are as follows: September 30, 2022 Pre-Funded Warrants Series A and B Warrant Liabilities Exercise price $ 0.0001 4.41 Stock price 1.33 1.33 Volatility 90 % 90 % Time to maturity Immediate (upon exercise) 2 years - 5.5 years Risk-free rate 3.12% to 3.17% 3.12% to 3.17% Dividend yield — —
Summary Of Earnout Liability Activity	The following table summarizes the earn-out liability activity for three and nine months ended September 30, 2022: Earn-out liabilities incurred as of June 28, 2022 $ 31,025 Change in fair value of earn-out liabilities (17,250) Fair value of earn-out liabilities as of June 30, 2022 $ 13,775 Change in fair value of earn-out liabilities (13,278) Fair value of earn-out liabilities as of September 30, 2022 $ 497 The following table summarizes the warrant liability activity for three and nine months ended September 30, 2022: Fair value of warrant liabilities as of June 30, 2022 $ — Warrant liabilities incurred 16,052 Pre-funded warrants reclassed to equity (390) Gain in change in fair value of warrant liabilities (13,299) Fair value of warrant liabilities as of September 30, 2022 $ 2,363

DISAGGREGATED REVENUES BY CUS_2

DISAGGREGATED REVENUES BY CUSTOMER TYPE (Tables)	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregated Revenues	Three months ended September 30, Nine months ended September 30, In thousands 2022 2021 2022 2021 Food service revenue $ 890 $ 452 $ 2,266 $ 885 Retail revenue 784 349 2,174 744 Net sales $ 1,674 $ 801 $ 4,440 $ 1,629

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Payments for Financing Obligations	Future minimum payments of the financing obligation as of September 30, 2022 are as follows: In thousands Remainder of 2022 $ 283 2023 621 2024 640 2025 656 2026 673 Thereafter 11,858 Total undiscounted financing obligation 14,731 Less: Imputed interest (7,309) Present value of total financing obligation $ 7,422

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Loss per Ordinary Share	Basic and diluted net loss per share is calculated as follows: Unaudited Nine Months Ended In thousands, except per share data September 30, 2022 September 30, 2021 Numerator: Net loss $ (96,052) $ (24,158) Denominator: Weighted average number of common shares - basic and diluted 20,686 15,129 Net loss per ordinary share: Basic and diluted $ (4.64) $ (1.60)

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) $ / shares in Units, $ in Thousands		3 Months Ended						9 Months Ended
	Oct. 26, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($) hydroponicFarm $ / shares	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) hydroponicFarm $ / shares	Sep. 30, 2021 USD ($)	Oct. 31, 2022 $ / shares	Aug. 22, 2022 USD ($)	Jul. 07, 2022 $ / shares	Jun. 27, 2022 $ / shares	Apr. 14, 2022 USD ($)	Mar. 05, 2022 USD ($)	Mar. 04, 2022 USD ($)	Dec. 31, 2021 USD ($) $ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of large scale hydroponic farms | hydroponicFarm		5						5
Net loss		$ (1,079)	$ (78,655)	$ (16,318)	$ (11,578)	$ (7,676)	$ (4,903)	$ (96,052)	$ (24,158)
Accumulated deficit		(158,658)						(158,658)									$ (62,606)
Gross proceeds from sale-leaseback transaction				8,100
Short-Term Debt [Line Items]
Convertible debt		4,000		10,000				4,000			$ 14,000				$ 13,500	$ 10,000
Borrowing capacity under credit agreement		5,500						$ 5,500
Proceeds from private placement		$ 10,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001						$ 0.0001									$ 0.0001
Series A and B Warrant Liabilities
Short-Term Debt [Line Items]
Prefunded warrants (in dollars per share) | $ / shares		4
Common Stock
Short-Term Debt [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001						$ 0.0001
Effective purchase price (in dollars per share) | $ / shares												$ 4
Agrico
Short-Term Debt [Line Items]
Price per private warrant (dollars per share) | $ / shares													$ 11.50
Sale of warrant price per share (dollars per share) | $ / shares													$ 1
Subsequent Event | Common Stock Purchase Agreement
Short-Term Debt [Line Items]
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Proceeds from offering	$ 8,840
Warrant, exercise price (in dollars per share) | $ / shares	$ 0.0001									$ 0.0001
Subsequent Event | Pre-Funded and Class A Warrants | Common Stock Purchase Agreement
Short-Term Debt [Line Items]
Effective purchase price (in dollars per share) | $ / shares	$ 0.13
Line of Credit | Senior Secured Credit Facility
Short-Term Debt [Line Items]
Borrowing capacity under credit agreement			30,000											$ 10,000
Line of Credit | Term Loan | Senior Secured Credit Facility
Short-Term Debt [Line Items]
Borrowing capacity under convertible bridge financing facility			20,000											$ 20,000
Line of Credit | Revolving Credit Facility | Senior Secured Credit Facility
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

BUSINESS COMBINATION - Narrativ

BUSINESS COMBINATION - Narrative (Details) $ / shares in Units, $ in Millions	Jul. 07, 2022 shares	Jun. 28, 2022 USD ($) $ / shares shares	Sep. 30, 2022 shares	Jun. 29, 2022 shares
Class of Stock [Line Items]
Warrants outstanding (in shares)			14,438,000
Number of shares issuable (in shares)		1,858,966		1,858,966
Kalera Options
Class of Stock [Line Items]
Shares issued (in shares)		364,000
Maxim Group LLC
Class of Stock [Line Items]
Shares issued (in shares)		275,000
Agrico | Private Placement
Class of Stock [Line Items]
Warrants outstanding (in shares)		7,250,000
Agrico | IPO
Class of Stock [Line Items]
Warrants outstanding (in shares)		7,187,500
Kalera SA | Earnout Shares
Class of Stock [Line Items]
Number of shares exchanged or converted (in shares)		4,000,000
Class A common stock | Agrico
Class of Stock [Line Items]
Number of shares redeemed (in shares)		14,347,974
Shares redeemed (in dollars per share) | $ / shares		$ 10.21
Aggregate payments for shares redeemed | $		$ 146.6
Number of shares exchanged or converted (in shares)		170,776
Class B common stock | Agrico
Class of Stock [Line Items]
Number of shares exchanged or converted (in shares)		1,796,875
Stockholders' Equity Note, Stock Split, Conversion Ratio		1
Common Stock
Class of Stock [Line Items]
Shares issued (in shares)	2,300,000	19,135,177
Common Stock | Kalera SA
Class of Stock [Line Items]
Number of shares exchanged or converted (in shares)		105,719,212

BUSINESS COMBINATION - Schedule

BUSINESS COMBINATION - Schedule of Business Combination (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash - Agrico trust and cash, net of redemptions	$ 311
Non-cash net liabilities assumed from Agrico	(5,745)
Non-cash net assets assumed from Agrico	34
Net impact on total stockholders’ equity	$ (5,400)

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 619	$ 456
Work in process	487	76
Finished goods	174	658
Total inventories	$ 1,280	$ 1,190

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (9,512)		$ (9,512)		$ (5,214)
Total property, plant and equipment, net	144,624		144,624		128,162
Depreciation expense	1,541	$ 499	4,298	$ 999
Impairment loss	(2,252)	$ (1,610)	(66,504)	$ (1,610)	0
Production facilities
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	88,140		88,140		56,130
Furniture, fittings & equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	5,452		5,452		5,336
Industrial property
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	0		0		3,670
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	531		531		378
Assets under construction
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 60,013		$ 60,013		$ 67,862

LEASES (Details)

LEASES (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Weighted average incremental borrowing rate	7.66%	7.66%
Weighted average lease term	17 years 11 months 1 day	19 years
Lessee, Operating Lease, Liability, to be Paid [Abstract]
Remainder of 2022	$ 1,275
2023	5,165
2024	5,259
2025	5,346
2026	5,425
Thereafter	86,294
Total undiscounted operating lease payments	108,764
Less: Imputed interest	(49,706)
Present value of total operating leases	$ 59,058

GOODWILL AND BUSINESS ACQUISI_3

GOODWILL AND BUSINESS ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 10, 2021	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Payment for acquisition, net of cash acquired					$ 0	$ 14,213
Goodwill impairment		$ 0	$ 64,252		64,252		$ 0
Impairment loss		$ (2,252)		$ (1,610)	$ (66,504)	$ (1,610)	$ 0
Vindara
Business Acquisition [Line Items]
Percentage of outstanding equity acquired	100%
Purchase price, net of cash	$ 22,592
Acquisition related costs	$ 300
Expected economic life of acquired identifiable assets	10 years
Cash	$ 37
Payment for acquisition, net of cash acquired	14,213
Value of shares issued as consideration	$ 8,379

GOODWILL AND BUSINESS ACQUISI_4

GOODWILL AND BUSINESS ACQUISITIONS - Schedule of Identifiable Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 10, 2021	Sep. 30, 2022	Dec. 31, 2021
LIABILITIES ASSUMED
EXCESS ATTRIBUTABLE TO GOODWILL		$ 0	$ 68,421
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_5

GOODWILL AND BUSINESS ACQUISITIONS - Schedule of Goodwill Acquired (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Mar. 10, 2021
Business Acquisition [Line Items]
Goodwill	$ 0		$ 0	$ 68,421
Impairment - June 30, 2022	0	$ (64,252)	(64,252)	0
Vindara
Business Acquisition [Line Items]
Goodwill	14,430		14,430	14,430	$ 14,430
Kalera GmbH
Business Acquisition [Line Items]
Goodwill	43,813		43,813	47,982
Kalera Middle East
Business Acquisition [Line Items]
Goodwill	5,853		5,853	5,853
Other
Business Acquisition [Line Items]
Goodwill	$ 156		$ 156	$ 156

INTANGIBLE ASSETS - Summary of

INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, net	$ 59,692		$ 59,692		$ 72,371
Amortization expense	1,367	$ 275	4,127	$ 550
Technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	53,599		53,599		62,150
Less: accumulated amortization	(4,178)		(4,178)		(1,018)
Net book value	49,421		49,421		61,132
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	9,250		9,250		9,250
Less: accumulated amortization	(1,388)		(1,388)		(694)
Net book value	7,862		7,862		8,556
Patents, licenses and software development
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,822		2,822		2,822
Less: accumulated amortization	(413)		(413)		(139)
Net book value	$ 2,409		$ 2,409		$ 2,683

INTANGIBLE ASSETS - Schedule of

INTANGIBLE ASSETS - Schedule of Expected Amortization (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	$ 1,408
2023	5,632
2024	5,632
2025	5,632
2026	5,632
Thereafter	35,756
Total intangible assets, net	59,692	$ 72,371
Technology
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	1,035
2023	4,143
2024	4,143
2025	4,143
2026	4,143
Thereafter	31,763
Intellectual property
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	232
2023	925
2024	925
2025	925
2026	925
Thereafter	3,930
Patents, licenses and software development
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	141
2023	564
2024	564
2025	564
2026	564
Thereafter	$ 63

INTANGIBLE ASSETS - Weighted Av

INTANGIBLE ASSETS - Weighted Average Amortization Period Remaining (Details)	9 Months Ended
	Sep. 30, 2022
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	8 years 9 months
Technology
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	14 years 3 months
Patents, licenses and software development
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	4 years 3 months

SHARE-BASED COMPENSATION - Narr

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended
	Jun. 28, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class of Warrant or Right [Line Items]
Stock-based compensation expense		$ 540		$ 568	$ 9,337	$ 1,002
Volatility rate					90%
Risk free interest rate					3.12%
Options outstanding (in shares)		904,505	0		904,505
Out-of-the-Money Option
Class of Warrant or Right [Line Items]
Stock-based compensation expense			$ 7,200
Options outstanding (in shares)		0			0
Restricted Stock Units
Class of Warrant or Right [Line Items]
Shares issued upon settlement		1			1
Vesting period					1 year
Restricted Stock Units | Chief Executive Officer
Class of Warrant or Right [Line Items]
Vesting period					4 years
Earnout Shares | Kalera SA
Class of Warrant or Right [Line Items]
Number of shares exchanged or converted (in shares)	4,000,000
Kalera Options
Class of Warrant or Right [Line Items]
Shares issued (in shares)	364,000

SHARE-BASED COMPENSATION - Opti

SHARE-BASED COMPENSATION - Option Activity (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2022 $ / shares shares	Sep. 30, 2022 $ / shares shares
Number of Options
Beginning balance (in shares)	0
Options outstanding, granted (in shares)	904,505
Options outstanding, vested (in shares)	198,494
Options outstanding, exercised (in shares)	0
Options outstanding, forfeited and expired (in shares)	0
Ending balance (in shares)	904,505	904,505
Vested (in shares)	198,494	198,494
Nonvested (in shares)	706,011	706,011
Weighted Average Exercise Price
Options outstanding, granted (in dollars per share) | $ / shares	$ 2.42
Options outstanding, vested (in shares) | $ / shares	2.42
Options outstanding, exercised (in dollars per share) | $ / shares	2.42
Options outstanding, forfeited and expired (in dollars per share) | $ / shares	2.42
Options outstanding, end of period, weighted average exercise price (in dollars per share) | $ / shares	2.42	$ 2.42
Vested (in dollar per share) | $ / shares	2.42	2.42
Nonvested (in dollars per share) | $ / shares	$ 2.42	$ 2.42
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Weighted average remaining contractual life, outstanding		9 years 10 months 24 days
Vested or Expected to be Vested (in years)		9 years 10 months 24 days

SHARE-BASED COMPENSATION - RSU

SHARE-BASED COMPENSATION - RSU Activity (Details) - Restricted Stock Units	3 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
RSU's Nonvested - June 30, 2022 (in shares) | shares	0
Granted (in shares) | shares	607,447
Vested (in shares) | shares	0
Forfeited and Expired (in shares) | shares	0
RSU's Nonvested - September 30, 2022 (in shares) | shares	607,447
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance of Weighted average grant date fair value (in dollar per share) | $ / shares	$ 0
Granted, Weighted average grant date fair value (in dollar per share) | $ / shares	2.42
Vested, Weighted average grant date fair value (in dollar per share) | $ / shares	0
Forfeited and Expired, Weighted average grant date fair value (in dollar per share) | $ / shares	0
Ending balance of Weighted average grant date fair value (in dollar per share) | $ / shares	$ 2.42

ASSET RETIREMENT OBLIGATIONS (D

ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance	$ 1,622	$ 1,590	$ 1,527	$ 606	$ 593	$ 588
Accretion expenses	33	32	63	16	13	5
Ending balance	$ 1,655	$ 1,622	$ 1,590	$ 622	$ 606	$ 593

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate	0.30%	0%	1.60%	0%

CONVERTIBLE LOAN (Details)

CONVERTIBLE LOAN (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Aug. 22, 2022	Mar. 31, 2022	Mar. 05, 2022	Mar. 04, 2022
Short-Term Debt [Line Items]
Convertible debt	$ 4,000	$ 4,000	$ 14,000	$ 10,000	$ 13,500	$ 10,000
Interest expense	$ 242
Convertible Debt
Short-Term Debt [Line Items]
Borrowing capacity under convertible bridge financing facility				$ 20,000		$ 20,000
Payment in kind interest rate						8%
Conversion price (in dollars per share)					$ 3.50	$ 10
Effective interest rate	8%	8%
Interest expense		$ 495

DEBT - Narrative (Details)

DEBT - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Apr. 14, 2022	Sep. 30, 2022	Sep. 30, 2022	Jun. 30, 2022
Debt Instrument [Line Items]
Borrowing capacity under credit agreement		$ 5,500	$ 5,500
Interest expense		242
Debt, net of debt issuance costs and discounts		$ 20,000	$ 20,000
Revolving Credit Facility
Debt Instrument [Line Items]
Payment in kind interest rate		6.88%	6.88%
Long-term line of credit		$ 5,500	$ 5,500
Interest payable		10	10
Interest expense		$ 13	$ 13
Senior Secured Credit Facility | Line of Credit
Debt Instrument [Line Items]
Borrowing capacity under credit agreement	$ 10,000			$ 30,000
Debt term	24 months
Payment in kind interest rate		5.50%	5.50%
Interest payable		$ 111	$ 111
Interest expense		315	482
Debt, net of debt issuance costs and discounts		20,000	20,000
Debt issuance costs incurred	$ 352
Amortization of debt issuance costs		16	16
Debt, net of debt issuance costs and discounts		$ 336	$ 336
Covenant term			3 years
Percentage of consolidated funded debt to capital ratio		45%	45%
Maximum consolidated funded debt to EBITDA ratio		3.25	3.25
Senior Secured Credit Facility | Line of Credit | Term Loan
Debt Instrument [Line Items]
Borrowing capacity under convertible bridge financing facility	$ 20,000			20,000
Senior Secured Credit Facility | Line of Credit | Term Loan | Prime Rate
Debt Instrument [Line Items]
Variable rate	0.75%
Senior Secured Credit Facility | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity under credit agreement				$ 10,000
Senior Secured Credit Facility | Line of Credit | Revolving Credit Facility | Prime Rate
Debt Instrument [Line Items]
Variable rate	0.625%

DEBT - Future Minimum Principal

DEBT - Future Minimum Principal Payments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Long-Term Debt, Fiscal Year Maturity [Abstract]
Total future minimum principal payments	$ 20,000
Senior Secured Credit Facility | Line of Credit
Long-Term Debt, Fiscal Year Maturity [Abstract]
Remainder of 2022	0
2023	0
2024	1,875
2025	2,500
2026	2,500
Thereafter	13,125
Total future minimum principal payments	$ 20,000

DEFERRED UNDERWRITING FEES AN_2

DEFERRED UNDERWRITING FEES AND GRANTS (Details) - USD ($) $ in Thousands	Jun. 29, 2022	Jun. 26, 2022	Sep. 30, 2022
Deferred Underwriting Fees [Line Items]
Number of shares issued to settle underwriting fees (in shares)		275,000
Note payable	$ 2,850		$ 2,850
Grants payable			$ 2,499
Note Payable
Deferred Underwriting Fees [Line Items]
Debt term	13 months
Agrico
Deferred Underwriting Fees [Line Items]
Deferred underwriting fees payable	$ 5,031

EARN-OUT LIABILITY (Details)

EARN-OUT LIABILITY (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 29, 2022 tradingDay payment $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 28, 2022 shares	Dec. 31, 2021 USD ($)
Derivative [Line Items]
Number of contingent payments | payment	2
Earnout period	2 years
Number of shares issuable (in shares) | shares	1,858,966					1,858,966
Earn-out and warrant liabilities | $		$ 2,860		$ 2,860			$ 0
Gain on change in fair value of earnout liabilities | $		$ (19,777)	$ 0	$ (37,027)	$ 0
Derivative Instrument Tranche One
Derivative [Line Items]
Market price trigger (in dollars per share) | $ / shares	$ 12.50
Number of consecutive trading days	20
Number of trading days	30
Derivative Instrument Tranche Two
Derivative [Line Items]
Market price trigger (in dollars per share) | $ / shares	$ 15
Number of consecutive trading days	20
Number of trading days	30

WARRANTS FROM BUSINESS COMBIN_2

WARRANTS FROM BUSINESS COMBINATION (Details)	Jun. 29, 2022 tradingDay $ / shares shares	Sep. 30, 2022 shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		14,438,000
Number of shares available for purchase for each warrant issued (in shares)	1
Issuance at an exercise price | $ / shares	$ 11.50
Warrants exercise period	12 months
Number of days after completion of acquisition | tradingDay	30
Warrants expiration period	5 years
Warrants exercise price (in dollars per share) | $ / shares	$ 0.01
Period of prior written notice of redemption	30 days
Warrant price trigger (in dollars per share) | $ / shares	$ 18
Number of trading days in excess of price trigger | tradingDay	20
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		7,188,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		7,250,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Jul. 07, 2022	Jun. 28, 2022	Sep. 30, 2022	Sep. 30, 2022	Jul. 11, 2022	Jun. 29, 2022
Subsequent Event [Line Items]
Consideration received	$ 10,000
Warrants outstanding (in shares)			14,438,000	14,438,000
Issuance at an exercise price						$ 11.50
Warrants expiration period						5 years
Transaction costs			$ 750	$ 750
Series A Warrant
Subsequent Event [Line Items]
Warrants outstanding (in shares)	2,500,000
Exercisable period	6 months
Issuance at an exercise price					$ 4.41
Warrants expiration period	2 years
Fair value of warrants				6,800
Series B Warrant
Subsequent Event [Line Items]
Warrants outstanding (in shares)	2,500,000
Exercisable period	6 months
Issuance at an exercise price	$ 4.41
Warrants expiration period					5 years 6 months
Fair value of warrants				$ 6,800
Pre-Funded Warrants
Subsequent Event [Line Items]
Warrants outstanding (in shares)	200,000		200,000	200,000
Issuance at an exercise price			$ 0.0001	$ 0.0001
Common Stock
Subsequent Event [Line Items]
Effective purchase price (in dollars per share)	$ 4
Shares issued (in shares)	2,300,000	19,135,177
Common Stock | Pre-Funded Warrants Converted To Common Stock
Subsequent Event [Line Items]
Number of shares issued upon conversion				200,000

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Financial Assets and Liabilities (Details) - Fair Value, Recurring $ in Thousands	Sep. 30, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liabilities	$ 497
Series A and B warrants	2,363
Total liabilities	2,860
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liabilities	0
Series A and B warrants	0
Total liabilities	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liabilities	0
Series A and B warrants	0
Total liabilities	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liabilities	497
Series A and B warrants	2,363
Total liabilities	$ 2,860

FAIR VALUE MEASUREMENTS - Sch_2

FAIR VALUE MEASUREMENTS - Schedule of Fair Value Inputs (Details)	Sep. 30, 2022 $ / shares
Trigger price | Pre-Funded Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.0001
Trigger price | Series A and B Warrant Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	4.41
Stock price | Pre-Funded Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	1.33
Stock price | Series A and B Warrant Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	1.33
Volatility | Pre-Funded Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.90
Volatility | Series A and B Warrant Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.90
Dividend yield | Pre-Funded Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0
Dividend yield | Series A and B Warrant Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0
Valuation, Market Approach | Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.90
Valuation, Market Approach | Time to maturity
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	2
Valuation, Market Approach | Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0
Minimum | Time to maturity | Series A and B Warrant Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	2
Minimum | Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.0312
Minimum | Risk-free rate | Pre-Funded Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.0312
Minimum | Valuation, Market Approach | Trigger price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	12.50
Minimum | Valuation, Market Approach | Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	1.33
Maximum | Time to maturity | Series A and B Warrant Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	5.5
Maximum | Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.0317
Maximum | Risk-free rate | Pre-Funded Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	0.0317
Maximum | Valuation, Market Approach | Trigger price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	15
Maximum | Valuation, Market Approach | Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnout liabilities, measurement input	8.66

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of Earnout Liability (Details) - USD ($) $ in Thousands		3 Months Ended
	Jun. 30, 2022	Sep. 30, 2022
Change in Fair Value of Warrant Liability [Roll Forward]
Fair value of earn-out liabilities, beginning balance	$ 31,025	$ 13,775
Gain in change in fair value of warrant liabilities	(17,250)	(13,278)
Fair value of earn-out liabilities, ending balance	$ 13,775	$ 497

FAIR VALUE MEASUREMENTS - Sum_2

FAIR VALUE MEASUREMENTS - Summary of Warrant Liability (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2022 USD ($)
Change in Fair Value of Warrant Liability [Roll Forward]
Fair value of warrant liabilities as of June 30, 2022	$ 0
Warrant liabilities incurred	16,052
Pre-funded warrants reclassed to equity	(390)
Gain in change in fair value of warrant liabilities	(13,299)
Fair value of warrant liabilities as of September 30, 2022	$ 2,363

DISAGGREGATED REVENUES BY CUS_3

DISAGGREGATED REVENUES BY CUSTOMER TYPE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Net sales	$ 1,674	$ 801	$ 4,440	$ 1,629
Food service revenue
Disaggregation of Revenue [Line Items]
Net sales	890	452	2,266	885
Food Service Credits & Promotions
Disaggregation of Revenue [Line Items]
Net sales			321
Retail revenue
Disaggregation of Revenue [Line Items]
Net sales	$ 784	$ 349	$ 2,174	$ 744

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Fair value of facility and equipment capitalized within property, plant and equipment	$ 7,422	$ 7,422
Long-term portion of financing obligation	7,125	7,125
Short-term portion of financing obligation	297	297
Right-of-use asset amortization expense	$ 203	$ 608

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Finance Leases
Remainder of 2022	$ 283
2023	621
2024	640
2025	656
2026	673
Thereafter	11,858
Total undiscounted financing obligation	14,731
Less: Imputed interest	(7,309)
Present value of total financing obligation	$ 7,422

LOSS PER SHARE (Details)

LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss	$ (1,079)	$ (78,655)	$ (16,318)	$ (11,578)	$ (7,676)	$ (4,903)	$ (96,052)	$ (24,158)
Denominator:
Weighted average number of common shares - basic (in shares)	23,688,000			15,282,000			20,686,000	15,129,000
Weighted average number of common shares - diluted (in shares)	23,688,000			15,282,000			20,686,000	15,129,000
Net loss per ordinary share:
Basic (in dollars per share)	$ (0.05)			$ (0.76)			$ (4.64)	$ (1.60)
Diluted (in dollars per share)	$ (0.05)			$ (0.76)			$ (4.64)	$ (1.60)

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 26, 2022	Jul. 07, 2022	Jun. 28, 2022	Oct. 31, 2022	Oct. 07, 2022	Sep. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)						$ 0.0001	$ 0.0001
Ordinary Shares
Subsequent Event [Line Items]
Shares issued (in shares)		2,300,000	19,135,177
Common stock, par value (in dollars per share)						$ 0.0001
Effective purchase price (in dollars per share)		$ 4
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Vindara
Subsequent Event [Line Items]
Value of net assets divested					$ 30,600
Subsequent Event | Common Stock Purchase Agreement
Subsequent Event [Line Items]
Shares issued (in shares)	68,000,000
Beneficial ownership threshold	4.99%
Common stock, par value (in dollars per share)	$ 0.0001
Warrant, exercise price (in dollars per share)	$ 0.0001			$ 0.0001
Proceeds from offering	$ 8,840
Subsequent Event | Pre-Funded Warrants
Subsequent Event [Line Items]
Conversion ratio of warrants	1
Share make up of each unit	1
Subsequent Event | Pre-Funded Warrants | Common Stock Purchase Agreement
Subsequent Event [Line Items]
Shares issued (in shares)	17,372,308
Exercisable warrants conversion ratio	1
Subsequent Event | Class A Warrant
Subsequent Event [Line Items]
Conversion ratio of warrants	1
Share make up of each unit	2
Subsequent Event | Class A Warrant | Common Stock Purchase Agreement
Subsequent Event [Line Items]
Shares issued (in shares)	136,000,000
Effective purchase price (in dollars per share)	$ 0.13
Subsequent Event | Ordinary Shares
Subsequent Event [Line Items]
Share make up of each unit	1
Subsequent Event | Ordinary Shares | Common Stock Purchase Agreement
Subsequent Event [Line Items]
Shares issued (in shares)	50,627,692
Subsequent Event | Pre-Funded and Class A Warrants | Common Stock Purchase Agreement
Subsequent Event [Line Items]
Effective purchase price (in dollars per share)	$ 0.13