SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Subsequent events for recognition or disclosure have been evaluated through the date the financial statements were available to be issued.

Common Stock Purchase Agreement

On October 26, 2022, Kalera plc entered into a public offering agreement (the “Offering”) of up to 68,000,000 units of the Company (the “Units”), consisting of (i) 50,627,692 Kalera ordinary shares with a par value of $0.0001, (ii) 17,372,308 pre-funded warrants exercisable for one Kalera ordinary share each, and (iii) up to 136,000,000 class A warrants, exercisable for one Kalera ordinary share each (the “Class A Warrants”).

Each Unit consisted of one Kalera ordinary share and two Class A Warrants or one pre-funded warrant and two Class A warrants. Kalera ordinary shares were offered at a public offering price of $0.13, before deducting placement agent fees and estimated offering expenses. The pre-funded warrants were sold to purchasers whose Kalera ordinary shares in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the outstanding Kalera ordinary shares immediately following the consummation of the Offering, in lieu of Kalera ordinary shares. The pre-funded exercise price for each pre-funded warrant was equal to the price per Kalera ordinary share, minus $0.0001. No additional consideration was payable for the Class A Warrants. The components of the Units were issued separately and are immediately separable upon issuance.

The pre-funded warrants are exercisable immediately (subject to the beneficial ownership cap) for one Kalera ordinary share each at a non pre-funded exercise price of $0.0001 per share and may be exercised at any time in perpetuity until all of the pre-funded warrants are exercised in full. The Class A Warrants are exercisable immediately for one Kalera ordinary share each at an exercise price of $0.13 per share and expire five years after their issuance date.

The gross proceeds to the Company from the Offering, before deducting placement agent fees and estimated offering expenses, and excluding the exercise of any pre-funded warrants or Class A Warrants, were expected to be $8,840 thousand.

Proposed Divestiture

On October 7, 2022, the Company announced that it intends to divest its subsidiary through a sale, Vindara, and the assets of its international business. Vindara is expected to continue serving Kalera’s strategic custom seed needs and serving other indoor farming companies. The international business includes the previous &ever GmbH management team, and farming assets in Kuwait and Singapore. The book value of the net assets related to these entities is approximately $30,600 thousand as of September 30, 2022.