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