Vertical farming company Kalera and Agrico Acquisition announced today that the SEC has declared effective the registration statement on Form S-4 of Kalera, including the proxy statement/prospectus for the company’s proposed merger with the SPAC.
Kalera also agreed to waive the minimum cash closing condition. The condition provides that, after redemptions and payment of all transaction expenses, the aggregate amount of cash proceeds must equal $100 million.
As announced in January, based on the common stock of Agrico at $10 per share, the transaction implies an exchange ratio of 0.091 for existing Kalera shareholders.In addition to shares of Agrico common stock, Kalera shareholders will receive one contractual Contingent Value Right per share of common stock that will entitle them to receive up to two stock payments upon the achievement of certain milestones. Each stock payment will consist of shares representing 5% of the fully diluted equity of Kalera at the date of the merger completion.
Agrico said it currently has $146.6 million cash in trust.
If no public shareholders of Agrico exercise their redemption rights, existing Kalera equity holders will own approximately 52% of the combined company at closing.
Kalera set a shareholder meeting date of June 27 for its shareholder meeting and a record date of June 6. Agrico shareholders will also vote June 27 and the SPAC’s record date was May 12.
