United States securities and exchange commission logo
August 2, 2022
Fernando Cornejo
Chief Financial Officer
Kalera Public Limited Company
7455 Emerald Dunes Dr.
Orlando, Florida 32822
Re: Kalera Public
Limited Company
Registration
Statement on Form S-1
Filed July 19, 2022
File No. 333-266210
Dear Mr. Cornejo:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 19, 2022
Cover Page
1. For each of the
ordinary shares and warrants being registered for resale, disclose the price
that the selling
securityholders paid for such ordinary shares and warrants overlying such
securities.
Fernando Cornejo
FirstName LastNameFernando
Kalera Public Limited CompanyCornejo
Comapany
August NameKalera Public Limited Company
2, 2022
August
Page 2 2, 2022 Page 2
FirstName LastName
2. Disclose the exercise prices of the warrants compared to the market
price of the
underlying security. If the warrants are out the money, please
disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar
disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and update
the discussion on
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
3. We note the significant number of redemptions of ordinary shares in
connection with your
business combination and that the ordinary shares being registered for
resale will
constitute a considerable percentage of your public float. Highlight
the significant
negative impact sales of shares on this registration statement could
have on the public
trading price of your shares and also add a risk factor to address
this concern.
Risk Factors, page 6
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
ordinary shares. To illustrate this risk, disclose the purchase price
of the securities being
registered for resale and the percentage that these shares
concurrently represent of the total
number of shares outstanding. Also disclose that even though the
current trading price is
below the SPAC IPO price, the private investors have an incentive to
sell because they
may still profit on sales if they purchased their shares at a lower
price than the public
investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
70
5. We note that the projected revenues for 2022 were $12 million, as set
forth in the
unaudited prospective financial information management prepared in
connection with the
evaluation of the business combination. We also note that your actual
revenues for the
three months ended March 31, 2022 was approximately $1.477 million. It
appears that
you may miss your 2022 revenue projection. Please update your
disclosure in Liquidity
and Capital Resources, and elsewhere, to provide updated information
about the
company's financial position and further risks to the business
operations and liquidity in
light of these circumstances.
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the ordinary
shares, expand your discussion of capital resources to address any
changes in the
company's liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company's ability
to raise additional capital.
Fernando Cornejo
Kalera Public Limited Company
August 2, 2022
Page 3
7. Please expand your discussion here to reflect the fact that this offering
involves the
potential sale of a substantial portion of shares for resale and discuss
how such sales could
impact the market price of the company's shares.
General
8. Revise your prospectus to disclose the price that each selling
securityholder paid for the
ordinary shares and warrants being registered for resale. Highlight any
differences in the
current trading price, the prices that the Sponsor, the PIPE investor and
other selling
securityholders acquired their shares and warrants, and the price that
the public
securityholders acquired their shares and warrants. Disclose that while
the Sponsor, the
PIPE investor and other selling securityholders may experience a positive
rate of return
based on the current trading price, the public securityholders may not
experience a similar
rate of return on the securities they purchased due to differences in the
purchase prices and
current trading price. Please also disclose the potential profit the
selling securityholders
will earn based on the current trading price. Lastly, please include
appropriate risk factor
disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jane Park at 202-551-7439 or Celeste Murphy at
202-551-3257 with any
questions.
Sincerely,
FirstName LastNameFernando Cornejo
Division of
Corporation Finance
Comapany NameKalera Public Limited Company
Office of Life
Sciences
August 2, 2022 Page 3
cc: David Dixter, Esq.
FirstName LastName