United States securities and exchange commission logo
March 8, 2022
Fernando Cornejo
Chief Executive Officer
Kalera Public Ltd Co
7455 Emerald Dunes Dr.
Orlando, Florida 32822
Re: Kalera Public Ltd
Co
Draft Registration
Statement on Form S-4
Submitted February
9, 2022
CIK No. 0001909152
Dear Mr. Cornejo:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4 filed February 9, 2022
Cover Page
1. Please include on the
inside front cover page the information set forth in Item 2 of Form
S-4.
2. Please revise the cover
page to disclose the expected ownership percentages in the
combined company of
Agrico's public stockholders, the Sponsor and Kalera AS' current
equity owners if the
business combination is approved and consummated.
Summary of the Material Terms of the Business Combination, page 8
3. We note that certain
shareholders agreed to waive their redemption rights. Please describe
Fernando Cornejo
Kalera Public Ltd Co
March 8, 2022
Page 2
any consideration provided in exchange for this agreement.
Q. What conditions must be satisfied to complete the Business Combination?,
page 15
4. We note your disclosure of a closing condition requiring the receipt
of all necessary
regulatory approvals and clearances including all antitrust approvals.
We further note your
disclosure on page 144 stating your business combination agreement is
not subject to any
federal or state regulatory approval. Please reconcile your disclosure
or advise.
Risk Factors, page 80
5. Disclose the material risks to unaffiliated investors presented by
taking Kalera AS public
through a merger rather than an underwritten offering. These risks
could include the
absence of due diligence conducted by an underwriter that would be
subject to liability for
any material misstatements or omissions in a registration statement.
6. We note your disclosure of a potential conflict of interest in the
sponsor recommending to
consummate the business combination on page 82. Please clarify here if
the sponsor and
any affiliates can earn a positive rate of return on their investment,
even if other SPAC
shareholders experience a negative rate of return in the post-business
combination
company. Please also highlight the risk that the sponsor will benefit
from the completion
of a business combination and may be incentivized to complete an
acquisition of a less
favorable target company or on terms less favorable to shareholders
rather than liquidate.
Background of the Business Combination, page 130
7. Please disclose when each of the potential targets discussed in this
section were eliminated
from consideration. Please also specify Agrico s target industries
and areas of expertise
that were targeted during the evaluation process and why Argico needed
to consult
industry experts during the review process.
8. Please revise your disclosure to quantify the initial valuation that
was delivered to
Kalera as part of the term sheet on October 9, 2021 and describe how
the Agrico Board
arrived at this valuation. Please also discuss any subsequent
adjustments to the initial
valuation. Please also discuss why earn-out provisions were included
in December 2021
and describe these provisions.
Agrico Board's Reasons for the Business Combination, page 136
9. Please disclose the general criteria and guidelines that Agrico believed
would be
important in evaluating prospective target businesses. Please also
disclose the valuations
FirstName LastNameFernando Cornejo
and trading of publicly traded companies and valuations of precedent
merger and
Comapany NameKalera
acquisition targetsPublic Ltd Co
in similar and adjacent sectors that were considered
by the Agrico
March Board.
8, 2022 Page 2
FirstName LastName
Fernando Cornejo
FirstName LastNameFernando Cornejo
Kalera Public Ltd Co
Comapany
March NameKalera Public Ltd Co
8, 2022
March3 8, 2022 Page 3
Page
FirstName LastName
Kalera Projected Financial Information, page 139
10. We note the disclaimer that readers are cautioned not to rely on the
projections in making
a decision regarding the transaction. While it is acceptable to
include qualifying language
concerning subjective analyses, it is inappropriate to indicate that
investors cannot rely on
disclosure. Please revise accordingly.
11. Please disclose the related costs of opening the projected number of
facilities for the years
ending December 31, 2022, 2023, 2024, 2025 and 2026 and the projected
net income for
each of those years.
Information About Kalera, page 182
12. Please balance your disclosure related to the $30 billion total
addressable market for leafy
greens by discussing Kalera AS' current market share. Please also
place your disclosure
in appropriate context with reference to your limited sales to date,
history of losses and
accumulated deficit of approximately $22.5 million. Please also
provide the basis for the
claim that Kalera is one of the fastest growing vertical farming
companies in the world.
Partnerships and Acquisitions, page 189
13. We note the disclosure Kalera's partnership with Signify (Phillips)
and ongoing
collaborations with both the University of Florida and A*STAR. Please
provide a more
fulsome discussion of these arrangements, including clarifying the
responsibilities of the
parties, any intellectual property rights transferred, any payments
made, and any term or
expiration dates. To the extent these are formal collaboration
agreements, please file
these agreements as exhibits to this registration statement or explain
why you believe such
filing is unnecessary.
Intellectual Property Rights, page 194
14. Please revise your disclosure to include the type of patent
protection, jurisdictions where
protected, ownership status, and expiration dates for all of Kalera
AS' material patents.
Management of Pubco Following the Business Combination, page 214
15. For the background disclosure of Pubco's directors and officers
following the business
combination, please describe the business experience of each director
or officer during the
past five years including their principal occupations and the name and
principal business
of any corporation where they were employed. Refer to Regulation S-K
Item 401(e)(1). In
addition, for each director, briefly discuss the specific experience,
qualifications, attributes
or skills that led to the conclusion that the person should serve as a
director.
Certain Relationships and Related Person Transactions
Agrico Related Person Transactions, page 231
16. Please quantify the aggregate value of all payments and
reimbursements, including
Fernando Cornejo
Kalera Public Ltd Co
March 8, 2022
Page 4
amounts due to the sponsor, officers and directors, and any affiliates
under the terms of
the Business Combination agreements.
Agrico Acquisition Corp. Financial Statements
Note 7 - Warrants , page F-48
17. Please explain to us how you determined that the public and private
placement warrants
meet the criteria for equity treatment. We reference your disclosure in
Note 9 on page F-
49 that "in view of the new guidance from the SEC, the Company determined
that the
warrants may contain the features identified in the guidance therefore
the Company
continues to evaluate the instruments for appropriate accounting
treatment." We also note
that in the Agrico Acquisition Corp. Form S-1 filed June 28, 2021 the
Capitalization table
on page 64 reflects the warrants as liabilities in accordance with the
guidance in ASC
815-40.
&EVER GMBH Financial Statements , page F-50
18. Please explain to us how you considered the updating requirements of Item
8.A. of
Form 20-F for the financial statements of &EVER GMBH.
You may contact Julie Sherman at 202-551-3640 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Christopher Edwards at 202-551-6761 with
any other
questions.
Sincerely,
FirstName LastNameFernando Cornejo
Division of
Corporation Finance
Comapany NameKalera Public Ltd Co
Office of Life
Sciences
March 8, 2022 Page 4
cc: David Dixter, Esq.
FirstName LastName