0000899243-23-004268.txt : 20230207
0000899243-23-004268.hdr.sgml : 20230207
20230207215214
ACCESSION NUMBER: 0000899243-23-004268
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220822
FILED AS OF DATE: 20230207
DATE AS OF CHANGE: 20230207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: de Jong Brent
CENTRAL INDEX KEY: 0001863765
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41439
FILM NUMBER: 23596885
MAIL ADDRESS:
STREET 1: BOUNDARY HALL, CRICKET SQUARE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Kalera Public Ltd Co
CENTRAL INDEX KEY: 0001909152
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7455 EMERALD DUNES DR
STREET 2: SUITE 2100
CITY: ORLANDO
STATE: FL
ZIP: 32822
BUSINESS PHONE: 407-559-5536
MAIL ADDRESS:
STREET 1: 7455 EMERALD DUNES DR
STREET 2: SUITE 2100
CITY: ORLANDO
STATE: FL
ZIP: 32822
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-08-22
0
0001909152
Kalera Public Ltd Co
KAL
0001863765
de Jong Brent
C/O KALERA PLC
7455 EMERALD DUNES DR.
ORLANDO
FL
32822
1
0
0
0
Common Stock
2022-10-31
4
P
0
3840000
0.13
A
5636875
I
See Footnote
Common Stock (Restricted Stock Units)
51653
D
Class A Warrants
0.13
2022-10-31
4
J
0
7680000
A
2022-10-31
2027-10-31
Common Stock
7680000
7680000
I
See Footnote
Convertible Loan Agreement
0.13
2022-08-22
4
J
0
7692307
A
2023-01-23
2024-03-08
Common Stock
7692307
7692307
I
See Footnote
Held by DJCAAC LLC. Brent de Jong is sole managing member of DJCAAC LLC and has voting and investment discretion with respect to the ordinary shares held of record by DJCAAC LLC. Mr. de Jong disclaims any beneficial ownership of any shares held by DJCAAC LLC, except to the extent of his pecuniary interest therein.
The class A warrants were obtained together with the Common Stock on 10/31/2022, for no additional consideration, as part of units each consisting of one (1) ordinary share of the Company, with an offering price of $0.13 per share, and two (2) class A warrants.
Pursuant to the terms of the class A warrants, Mr de Jong has opted for a 4.99% blocker, pursuant to which he cannot exercise such warrants if that would bring his total beneficial ownership of the Company above 4.99% of the Company's total outstanding shares.
The Reporting Person made a loan of $1,000,000 to the Issuer under a convertible loan agreement, giving the Reporting Person a right to convert such amount to common stock of the Issuer for a strike price of $0.13 per share (as adjusted following the public offering that closed on October 31, 2022). The loan has a current maturity of March 08, 2024.
Share counts and prices included in this Form 4 do not account for the 100-for-1 reverse stock split approved by the shareholders of the Company on December 22, 2022 and effective as of December 23, 2022, because the transactions being reported on this Form 4 preceded the effectiveness of the reverse stock split.
/s/ Austin Martin, under Power of Attorney
2023-02-07