UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on April 4, 2023, Kalera, Inc. an indirect wholly owned subsidiary of Kalera Public Limited Company (“Kalera PLC” or the “Company”) filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Texas seeking relief under Chapter 11 of Title 11 of the United States Code.
On April 6, 2023, Kalera PLC received a delisting notification from Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that Nasdaq would suspend trading of the Company’s common stock as of the opening of business on April 17, 2023. The notification indicates that Nasdaq intends to file a Form 25-NSE with the Securities and Exchange Commission (the “SEC”) to effect the delisting after the applicable Nasdaq appeal and review periods have expired. Nasdaq’s determination was based on the following: (i) Under Listing Rule 5101, the Company is a public shell and that the continued listing of its securities is no longer warranted; and (ii) the Company has not filed its Form 10-K for the fiscal year ended December 31, 2022 with the Securities and Exchange Commission and NASDAQ, therefore failing to comply with NASDAQ’s Listing Rule 5250(c)(2) for continued listing. In addition, since the Company’s common stock is subject to delisting, the Company’s warrants listed under symbol KALWW no longer qualify for listing under Listing Rule 5560(a). At this time, the Company does not anticipate appealing Nasdaq’s determination.
On April 10, 2023, the Company issued a press release announcing that the Company received the delisting notification from NASDAQ. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 to this current report on Form 8-K.
| Exhibit | Description of Exhibit | |
| 99.1 | Press Release, dated April 10, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KALERA PUBLIC LIMITED COMPANY | ||
| Dated April 10, 2023 | ||
| By: | /s/ Fernando Cornejo | |
| Name: | Fernando Cornejo | |
| Title: | Chief Financial Officer | |