Filing Details

Accession Number:
0000899243-23-004268
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-02-07 21:52:14
Reporting Period:
2022-08-22
Accepted Time:
2023-02-07 21:52:14
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1909152 Kalera Public Ltd Co KAL () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1863765 Brent Jong De C/O Kalera Plc
7455 Emerald Dunes Dr.
Orlando FL 32822
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2022-10-31 3,840,000 $0.13 5,636,875 No 4 P Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Class A Warrants Acquisiton 2022-10-31 7,680,000 $0.00 7,680,000 $0.13
Common Stock Convertible Loan Agreement Acquisiton 2022-08-22 7,692,307 $0.00 7,692,307 $0.13
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
7,680,000 2022-10-31 2027-10-31 No 4 J Indirect
7,692,307 2023-01-23 2024-03-08 No 4 J Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock (Restricted Stock Units) 51,653 Direct
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.