UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
or
☐ TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to
________________
Commission file number: 001-40586
AGRICO ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands | | 98-1551728 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including
area code: (346) 800-5508
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Units, each consisting of one ordinary share and one-half of one redeemable warrant | | RICOU | | The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share | | RICO | | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one ordinary share | | RICOW | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of
the Act: None.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No
☒
Indicate by check mark whether the registrant
(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | | Smaller reporting company | ☒ |
| | | | Emerging Growth Company | ☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of June 30, 2021, the aggregate market value
of the registrant’s ordinary shares held by non-affiliates of the registrant was $0.
As of March 31, 2022, there were 14,518,750 Class
A ordinary shares, par value $0.0001, and 3,593,750 Class B ordinary shares, par value $0.0001, of the Company issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
AGRICO ACQUISITION CORP.
Annual Report on Form 10-K for the Year
Ended December 31, 2021
CERTAIN TERMS
References
to “the Company,” “Agrico,” “our,” “us” or “we” refer to Agrico Acquisition
Corp., a blank check company incorporated in the Cayman Islands on July 31, 2020. References to our “Sponsor” refer to DJCAAC,
LLC, a Delaware limited liability company. References to our “IPO” refer to the initial public offering of Agrico Acquisition
Corp., which closed on July 12, 2021.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are
forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include,
for example, statements about our:
| ● | ability to select an appropriate target business or businesses; |
| ● | ability
to complete our initial business combination; |
| ● | success
in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | officers
and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving
our initial business combination, as a result of which they would then receive expense reimbursements; |
| ● | potential
ability to obtain additional financing to complete our initial business combination; |
| ● | pool
of prospective target businesses; |
| ● | the
ability of our officers and directors to generate a number of potential investment opportunities; |
| ● | potential
change in control if we acquire one or more target businesses for stock; |
| ● | the
potential liquidity and trading of our securities; |
| ● | the
lack of a market for our securities; |
| ● | use
of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
The forward-looking statements contained in this
report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be
no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows
or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.
part
I
ITEM
1. BUSINESS
Introduction
We are a Cayman Islands
exempted company incorporated on July 31, 2020, for the purpose of entering into a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (the “Business
Combination”).
Our sponsor is DJCAAC,
LLC, a Delaware limited partnership (the “Sponsor”). The registration statement for the Company’s IPO was declared effective
on July 7, 2021. On July 12, 2021, we consummated our initial public offering (the “Initial Public Offering” or “IPO”)
of 14,375,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000
Units, at $10.00 per unit, generating gross proceeds of $143,750,000. Transaction costs of the IPO amounted to $9,998,781, comprised of
$2,875,000 of underwriting fees paid at the time of the IPO, $5,031,250 of deferred underwriting fees, $655,031 of other offering costs,
and $1,437,500 of the fair value of the representative shares, and was all charged to shareholders’ equity.
Substantially concurrently
with the closing of the Initial Public Offering, we completed the private sale (the “Private Placement”) of 7,250,000
warrants to the Sponsor and Maxim Group LLC (“Maxim”), the underwriter in the Initial Public Offering, at a price of $1.00
per Private Placement Warrant, generating gross proceeds of $7,250,000.
Upon the closing of the
Initial Public Offering and the Private Placement, $146,625,000 (approximately $10.20 per Unit) from the net proceeds of the sale
of the Units in the IPO, including a portion of the proceeds from the Private Placement, was deposited in a trust account (“Trust
Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and was invested
in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, as amended, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act that invest only in direct U.S. government treasury obligations.
Our management has broad
discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement
Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
We will have 12 months (or up to 21 months if
the Company extends the period of time to consummate a business combination by the full amount of time) from the closing of the Initial
Public Offering, or July 12, 2023, to complete the initial Business Combination (the “Combination Period”). However, if we
are unable to complete the initial Business Combination within the Combination Period, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including
interest earned on the funds held in the trust account and not previously released to us to pay the our taxes (less up to $50,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law.
Recent Developments
Merger Agreement
On January 30, 2022, we entered into a Business
Combination Agreement (the “Business Combination Agreement”) with (i) Figgreen Limited, a private limited company incorporated
in Ireland with registered number 606356 (“Pubco”), (ii) Kalera Cayman Merger Sub, a Caymans Islands exempted company (“Cayman
Merger Sub”), (iii) Kalera Luxembourg Merger Sub SARL, a limited liability company incorporated under the laws of the Grand Duchy
of Luxembourg (“Lux Merger Sub” and, together with Cayman Merger Sub, the “Merger Subs”) and (iv) Kalera AS, a
Norwegian private limited liability company (the “Kalera”).
Pursuant to the Business Combination Agreement,
(i) a merger will occur, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico continuing as the surviving
entity and as a wholly owned subsidiary of Pubco (the “First Merger”) and Agrico will issue ordinary shares to Pubco (the
“Agrico Share Issuance”) and the holders of ordinary shares will receive shares in the capital of Pubco and holders of warrants
of Agrico will have their Agrico warrants assumed by Pubco and adjusted to become exercisable for shares in the capital of Pubco, in each
case as consideration for the First Merger and the Agrico Share Issuance, (ii) at least one (1) business day following the First Merger
and subject thereto, the second merger will occur, pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as the
surviving entity of the second merger (the “Second Merger”) and in this context Kalera will issue shares to Pubco (the “Kalera
Share Issuance”), and (iii) immediately following the Second Merger and the Kalera Capital Reduction (as defined below), the shareholders
of Kalera (the “Kalera Shareholders”) (except Pubco) will receive shares in the capital of Pubco and the holders of Kalera’s
outstanding options (the “Kalera Options”) will receive options in the capital of Pubco, in each case as consideration for
the ordinary shares of Kalera (the “Kalera Shares”) and the Kalera Options being cancelled and ceasing to exist or being assumed
(as applicable) upon completion of the Second Merger by way of a capital reduction pursuant to the Luxembourg Companies Act (the “Kalera
Capital Reduction”). As a result of the transactions contemplated by the Business Combination Agreement, Kalera will be a wholly
owned subsidiary of Pubco.
Upon consummation of the First Merger, (i) each
Class A ordinary share of Agrico outstanding immediately prior to the effective time of the First Merger (the “First Merger Effective
Time”) will be automatically cancelled in exchange for and converted into one ordinary share of Pubco (the “Pubco Ordinary
Shares”), (ii) each Class B ordinary share of Agrico outstanding immediately prior to the First Merger Effective Time will be automatically
cancelled in exchange for and converted into one Pubco Ordinary Share, and (iii) each outstanding public Agrico Warrant (the “Agrico
Public Warrants”) and private Agrico warrants will remain outstanding and will automatically be adjusted to become a Pubco Warrant.
Upon consummation of the Second Merger, each Kalera
Share outstanding immediately prior to the Second Merger Effective Time will be cancelled and cease to exist in the context of the Kalera
Capital Reduction against the issuance of (i) the number of Pubco Ordinary Shares equal to the Exchange Ratio (as defined below) (the
aggregate number of Pubco Ordinary Shares so issued, the “Exchange Shares”) and (ii) one CVR per Kalera Share. “Exchange
Ratio” means 0.091. The number of Exchange Shares will be determined prior to the Second Merger Effective Time in accordance with
the terms of the Business Combination Agreement and will cause, assuming no public shareholders of Agrico exercise their redemption rights,
Kalera Shareholders to own approximately 52% of the issued and outstanding Pubco Ordinary Shares.
Consideration
The First Merger: Consideration to Agrico Security
holders
The first transaction that comprises the Business
Combination is the First Merger, pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico surviving and being
a wholly-owned subsidiary of Pubco.
Upon consummation of the First Merger, (i) each
Agrico Class A ordinary share outstanding immediately prior to the First Merger Effective Time will be automatically cancelled in exchange
for and converted into one Pubco Ordinary Share (ii) each Agrico Class B ordinary share outstanding immediately prior to the First Merger
Effective Time will be automatically cancelled in exchange for and converted into one Pubco Ordinary Share, and (iii) each outstanding
Agrico Public Warrant and Agrico Private Warrant will remain outstanding and will automatically be adjusted to become a Pubco Warrant,
respectively. As a result of the First Merger and the conversion or automatic adjustment (as applicable) of Agrico securities into securities
of Pubco, the rights of Agrico security holders will change in material ways.
The Second Merger: Consideration to Kalera
Security holders
At least one (1) business day following the First
Merger and subject thereto, Pubco, Kalera and Lux Merger Sub will cause the Second Merger to be consummated, pursuant to which Lux Merger
Sub will merge with and into Kalera with Kalera as the surviving entity of the Second Merger and in this context Kalera will issue shares
to Pubco. Immediately following and in connection with the Second Merger, the Kalera Shareholders (except Pubco) will receive shares in
the capital of Pubco and contractual contingent value rights (each a “CVR”), which represent the right to receive up to two
contingent payments of Pubco Ordinary Shares, and the holders of the Kalera Options will receive options in the capital of Pubco and,
in the case of holders of In-the-Money Options, CVRs, in each case as consideration for the Kalera Shares and the Kalera Options being
cancelled and ceasing to exist or being assumed (as applicable) upon completion of the Second Merger by way of the Kalera Capital Reduction.
Each CVR represents a contingent right to receive additional Pubco Ordinary Shares, issuable upon the achievement of certain milestones,
including: (i) Pubco Ordinary Shares trading at or over a market price of $12.50; and (ii) Pubco Ordinary Shares trading at or over a
market price of $15.00, in each case, for 20 trading days within a 30 trading-day period, based on volume-weighted average trading prices.
The amount of shares issuable to each CVR holder for the achievement of each milestone is, in each case, a pro rata portion of an amount
of Pubco Ordinary Shares equivalent to 5% of the amount of Kalera Shares outstanding as of immediately following the Kalera Capital Reduction
on a fully-diluted basis.
Upon consummation of the Second Merger, each Kalera
Share outstanding immediately prior to the Second Merger Effective Time will be cancelled and cease to exist in the context of the Kalera
Capital Reduction against the issuance of (i) the number of Pubco Ordinary Shares equal to the Exchange Ratio and (ii) one CVR per Kalera
Share.
Closing of the Business Combination
The consummation of the First Merger and related
transactions (the “First Closing”) will take place on the fifth business day following the satisfaction or waiver of the conditions
to closing set forth in the Business Combination Agreement, unless Agrico and Kalera agree in writing to another date or time. The consummation
of the Business Combination (other than those transactions which occur on the First Closing) (the “Second Closing” and together
with the First Closing, the “Closings” and each, a “Closing”) will take place on the first business day after
the First Closing, unless Agrico and Kalera agree in writing to another date or time.
Certain Related Agreements
Sponsor Support Agreement
In connection with their entry into the Business
Combination Agreement, Agrico and Kalera entered into the Sponsor Support Agreement with DJCAAC LLC, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed (i) to vote the Agrico ordinary shares held by them in favor of the
approval and adoption of the Business Combination Agreement and approval of the business combination proposal and the Business Combination,
(ii) to not transfer, during the period commencing on the date of the Sponsor Support Agreement and ending on the earlier of (a) the First
Closing and (b) the liquidation of Agrico, any Agrico ordinary shares owned by the Sponsor, (iii) to not transfer any Lock-up Shares until
the end of the Lock-up Period (each as defined therein), and (iv) to transfer to Agrico, surrender and forfeit a certain amount of Agrico’s
Class B ordinary shares in the event that the amount of Agrico ordinary shares redeemed pursuant to the Redemption meet the threshold
specified therein.
The foregoing description of the Sponsor Support
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Company Holders Support Agreements
In connection with their entry into the Business
Combination Agreement, Agrico and Kalera entered into the Kalera Holders Support Agreement with certain shareholders of Kalera, whose
names appear on the signature pages thereto (such shareholders, the “Major Shareholders”, and such agreement, the “Kalera
Holders Support and Lock Up Agreement”), pursuant to which each Major Shareholder agreed (i) to vote all of such Major Shareholder’s
Covered Shares (as defined therein) held by them in favor of the approval and adoption of the Business Combination Agreement and the Business
Combination, (ii) to not transfer, prior to the date of the Second Closing, any of such Major Shareholder’s Covered Shares, and
(iii) to not transfer any Lock-up Shares until the end of the Lock-up Period (each as defined therein).
In connection with their entry into the Business Combination Agreement,
Agrico and Kalera entered into the Kalera Holders Support Agreement with certain shareholders of Kalera, whose names appear on the signature
pages thereto (such shareholders, the “Non-Major Shareholders”, and such agreement, the “Kalera Holders Support Agreement”),
pursuant to which each Kalera Shareholder agreed (i) to vote all of such Kalera Shareholder’s Covered Shares (as defined therein)
held by them in favor of the approval and adoption of the Business Combination Agreement and the Business Combination and (ii) to not
transfer, prior to the date of the Second Closing, any of such Kalera Shareholder’s Covered Shares.
Our Company
We are a newly incorporated
Cayman Islands exempted company structured as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business
combination. While we may pursue an initial business combination target in any business, industry or geographical location, we intend
to focus our search on targets in agriculture, horticulture, and aquaculture that aim to improve yield, efficiency or profitability in
the production, processing, distribution, provision of capital, or consumption of outputs, inputs, data, technology or other services
(“AgTech”) located in the United the Americas.
Our management team believes that the intersection
of agriculture and technology represents a tremendous opportunity for investment. The AgTech sector is focused on companies in agriculture,
horticulture, and aquaculture that aim to improve yield, efficiency or profitability in the production, processing, distribution, provision
of capital, or consumption of outputs, inputs, data, technology or other services. With the world population projected to grow to 9.8
billion by 2050, the agriculture sector is being forced to do more with less. As a result of this disruption, a cross-section of technologies
and disciplines are being used by progressive start-ups to boost global food supplies. In addition to increasing production, there is
also a renewed focus on sustainability. There is a desire for better tracking, transparency, and security in our food system. Consequently,
our management believes that their experience with innovative technologies and responsible natural resources will enable them to identify
unique opportunities in the sector.
Our Management Team
Our management team consists
of experienced deal makers, operators, and investors who have expertise working with companies across the global supply chain. Mr. de
Jong, our Chairman and Chief Executive Officer, has built technology, blockchain, and infrastructure companies around the world. Our board
of directors has significant expertise operating and investing in companies across technology, agriculture, data analytics, infrastructure,
and emerging markets. For further information on our management team’s experience, see the section titled “Management.”
Being based in Texas will allow us to leverage
the substantial proprietary deal sourcing, investing and operating expertise of our management team and advisors, including relationships
with business leaders and leading entrepreneurs. In addition, we intend to leverage the deep relationships and long-standing experience
that our management team and strategic advisors command in the agricultural and technology venture capital and private equity sectors.
We believe that this combination of relationships and experience will put us in an excellent position to locate potential targets, particularly
those owned by private equity funds.
The past performance of the members of our management
team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination
or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance
of our management team or any of its affiliates’ performance as indicative of our future performance.
If any of our officers or directors becomes aware
of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary
or contractual obligations, he may be required to present such business combination opportunity to such entity prior to presenting such
business combination opportunity to us.
Business Combination Criteria
Our business combination criteria will not be
limited to a particular industry or geographic sector, however, given the experience of our management team and board, we intend to focus
our search on AgTech targets located in the Americas. We have identified the following general criteria and guidelines that we believe
are consistent with our acquisition philosophy and our management’s experience, and that we believe are important in evaluating
prospective target businesses. We intend to use these criteria and guidelines to evaluate business combination opportunities, but we may
decide to consummate our initial business combination with a target business that does not meet one or more of these criteria and guidelines.
| ● | Large and Compelling Growth Market.
We will focus on investments in industry segments that we believe demonstrate attractive
long-term growth prospects and reasonable overall size or potential. We view growth as an
important driver of value and will seek companies whose growth potential can generate meaningful
upside. |
| ● | Attractive, Inherently Profitable Business
With High Operating Leverage. We will seek to invest in companies that we believe possess
not only established business models and sustainable competitive advantages, but also have
inherently profitable unit economics. |
| ● | Strong Management Teams. We intend
to acquire a business that has an experienced management team with a proven track record
for producing rapid growth and with an ability to clearly and confidently articulate
the business and market opportunities to public market investors. As such, we will spend
significant time assessing a company’s leadership and personnel and evaluating what
we can do to augment and/or upgrade the team over time as needed. |
| ● | Opportunity for Operational Improvements.
We will seek to identify businesses that we believe are stable but at an inflection point
and would benefit from our ability to drive improvements in the target’s processes,
go-to-market strategy, product or service offering, sales and marketing efforts, geographical
presence and/or leadership team. |
| ● | Differentiated Products or Services.
We will evaluate metrics such as recurring revenues, product life cycle, cohort consistency,
pricing per product or customer, cross-sell success and churn rates to focus on businesses
whose products or services are differentiated or where we see an opportunity to create value
by implementing best practices. |
| ● | Limited Technology Risk. We will seek
to invest in companies that have established market-tested products or service offerings,
and do not lend themselves to erratic technology risks. |
| ● | Appropriate Valuations. We will seek
target companies for our initial business combination based on disciplined valuation-centric
metrics. Management has significant negotiating and operating experience and recognizes the
initial valuation is an important component of the ultimate rate of return. |
| ● | Benefit From Being a Public Company.
We intend to pursue a business combination with a company that we believe will benefit from
being publicly traded and can effectively utilize the broader access to capital and public
profile that are associated with being a publicly traded company. |
| ● | Leading Industry
Position and Competitive Market Advantage. We intend to focus on targets located in the
Americas and operating within the AgTech sector, which we believe have strong fundamentals,
favorable prospects and a high likelihood of generating strong risk-adjusted returns for
our shareholders. We will seek to acquire a business whose products utilize a proprietary
or patented technology, have dominant market position in a specific geographic or technological
niche, or have some other form of distinct competitive advantage. The factors we intend to
consider include management’s credentials, growth prospects, competitive dynamics,
level of industry consolidation, need for capital investment, intellectual property, barriers
to entry, and merger terms. |
| ● | Potential to Grow, Including Through Further
Acquisition Opportunities. We will seek to acquire a business which has the potential
to supplement its organic growth with a pipeline of potentially actionable acquisitions.
We expect to work with the ongoing management team to develop the business strategy around
geographic expansion, new products, high-return capital expenditure projects and acquisitions,
as well as creating and maintaining the optimal capital structure for growth. |
| ● | High Organic Revenue Growth, Attractive
Gross Margins, Prudent Debt. We will seek to acquire a business that will have the ability
to grow rapidly across various market conditions and in varying economic cycles and the near-term
potential to generate significant increases in revenue as well as strong and sustainable
operating margins. To provide reliable guidance, we would also seek to acquire a business
that has strong visibility on forward financial performance and straightforward operating
metrics. |
| ● | Sourced on a Proprietary Basis. We
do not expect to participate in broadly marketed processes, but rather will aim to leverage
our extensive network to source a proprietary initial business combination. Notwithstanding
the foregoing, we would consider participating in a process that is focused primarily on
special purpose acquisition companies, where we would not compete with a conventional initial
public offering or private equity acquisition, or at the tail end of a process when other
alternatives have been eliminated, on the strength of our prior experience in closing business
combinations or because our company is most appropriately sized to the target. |
| ● | Preparedness for the Process and Public
Markets. We will seek to acquire a business that has or can put in place prior to the
closing of a business combination the governance, financial systems and controls required
in the public markets. |
These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general
guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we find
an opportunity that has characteristics more compelling to us than the characteristics described above, we would pursue such opportunity.
Competitive Strengths and Advantages
We believe that our management team is well positioned
to consummate an initial business combination due to its combination of operating and investing expertise. We believe that the most likely
target business will be those companies at a strategic inflection point, such as rapidly growing companies stepping out from the control
of private equity or venture capital owners, family owned businesses seeking some liquidity, or business units being carved out from larger
conglomerates. In these scenarios in particular, we believe the experience our management team brings in successfully scaling companies,
especially those in the public markets, will be looked upon favorably by both the target company as well as public shareholders.
Specifically, we believe our competitive strengths
to be the following:
| ● | Experienced Management Team. Our management
team and strategic advisors have a substantial investment track record and advisory experience,
significant knowledge of blockchain technology and data analytics, access to proprietary
deal flow, and strong relationships with business leaders and entrepreneurs in the agricultural
and financial technology industries. We believe their backgrounds allow us access to proprietary
investment opportunities and position us to successfully complete an initial business combination.
In addition, our Chairman and Chief Executive Officer has prior experience in entrepreneurship,
venture capital, public offerings, and acquisition led growth strategies across multiple
industries but with a focus in the technology and infrastructure space. |
| ● | Flexible Structure. With a public market
for our ordinary shares and $127,500,000 (or $146,625,000 if the over-allotment option is
exercised in full) in trust, we have flexibility to be able to offer a target business a
variety of options in structuring a transaction and funding future growth. Flexibility in
using our shares, debt, cash or a mixture of the foregoing, allows us to work with a target
company to accommodate their needs. |
| ● | Public Company Status. We believe our
status as a public company will make us an attractive transaction partner to prospective
target businesses. As a public company, we believe the target business would benefit from
greater access to capital to fund future growth initiatives, further means of creating incentive
and compensation plans for management that are closely aligned with shareholder’s interests,
and increased recognition and awareness potentially benefitting sales and recruiting. |
| ● | Established Deal Sourcing Network and Personal Contacts.
We intend to maximize our pipeline of potential target investments by proactively approaching our extensive network of contacts, including
private equity and venture capital sponsors, family offices, executives of public and private companies, merger and acquisition advisory
firms, investment banks, capital markets desks, lenders and other financial intermediaries. We believe the prior investment experience
and track record of our team, including our Chairman and Chief Executive Officer’s prior involvement in successful investments,
will give us a competitive advantage when sourcing potential target business opportunities, relationships with private equity and venture
capital firms, and through investment bankers who we believe are likely to provide us with potential combination targets. |
| ● | Deal-making and Capital Markets Experience through all
Market Cycles. Our management team and strategic advisors consist of seasoned dealmakers with experience in a wide variety of industries,
structures and market conditions, as well as experienced equity and debt capital markets professionals. Most have worked in emerging
markets, as principal investors and as advisors, through different market cycles. Our management team and strategic advisors intend to
apply the same disciplined approach to acquire a business that they have used in connection with their current advisory services and
principal investment activities. |
| ● | Experience with Complex Transactions. Members of our
management team and strategic advisors have a track record of completing transactions that involve an element of complexity not well-served
by a competitive auction process and on educating counterparties about the benefits of the special purpose acquisition company structure
and process. We believe that our management team and strategic advisors’ experience with complex situations requiring creative
solutions is expected to lead to less competitive transactions. Members of our management team and strategic advisors also have a history
of leveraging their relationship networks for due diligence and to develop a unique perspective and comfort with the issues faced in
such complex opportunities. |
| ● | Investment Expertise. Our management team has extensive
experience in identifying, evaluating, structuring, acquiring, and investing in privately held companies. Collectively, the members of
our management team alone have been involved with or led over 300 acquisitions and investments. |
| ● | Broad Sector Focused Expertise. Our management team
brings deep expertise in a wide range of sub-sectors within our target industries. We believe that our diverse range of expertise increases
our chances of identifying a business combination target where we have the expertise to appropriately diligence the investment and to
provide value post business combination. Specifically, members of our management team have experience operating, investing or serving
on boards of companies in the following sub-sectors: agriculture, technology, blockchain, infrastructure, data analytics, energy, and
emerging markets. |
Employees
We currently have two officers. These individuals
are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary
to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary
based on whether a target business has been selected for our initial business combination and the stage of the initial business combination
process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.
For additional discussion of the general development
of our business, see our final prospectus on Form 424B4,
filed with the SEC on July 12, 2021.
ITEM
1A. RISK FACTORS
As
of the date of this Annual Report on Form 10-K, there have been no material changes to the risk factors disclosed in our prospectus filed
with the SEC on July 12, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations
or financial condition. In addition to these risk factors, the Company has identified the following additional risk factors:
Our management has concluded that our
disclosure controls and procedures were not effective as of December 31, 2021 due to a material weakness in internal control over financial
reporting solely related to our accounting for complex financial instruments. If we are unable to maintain an effective system of disclosure
controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results in
a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and financial results.
Our management has concluded
that our disclosure controls and procedures were not effective as of December 31, 2021 due to a material weakness in internal control
over financial reporting solely related to our accounting for complex financial instruments. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of our annual or interim consolidated financial statements will not be prevented or detected and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We expect to take steps to remediate
the material weakness, but there is no assurance that any remediation efforts will ultimately have the intended effects.
If we identify any new material
weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our
accounts or disclosures that could result in a material misstatement of our annual or interim consolidated financial statements. In such
case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition
to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline
as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient
to avoid potential future material weaknesses.
Our independent registered public accounting
firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going
concern.”
As of
December 31, 2021, the Company had $664,428 in cash held outside of the Trust Account and a working capital surplus of $467,648.
Further, we have incurred and expect to continue to incur significant costs in pursuit of our initial business combination. We cannot
assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others,
raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Form
10-K do not include any adjustments that might result from our inability to continue as a going concern.
Additional
risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We
may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM
2. PROPERTIES
We currently maintain our executive offices at
Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, and our telephone number is (346) 800-5508. An affiliate of our Sponsor is making
this space available to us as part of a monthly administrative fee of $10,000. We consider our current office space adequate for our current
operations.
ITEM
3. LEGAL PROCEEDINGS
We may be subject to legal proceedings, investigations
and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other
legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that
has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.
ITEM
4. MINE SAFETY DISCLOSURES
Not Applicable.
part
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our units began to trade on The Nasdaq Capital
Market, or Nasdaq, under the symbol “RICOU” on or about July 8, 2021, and the Class A ordinary shares and warrants began separate
trading on Nasdaq under the symbols “RICO” and “RICOW,” respectively, on or about August 30, 2022.
Holders of Record
As of
December 31, 2021, there were 14,518,750 Class A ordinary shares issued and outstanding held by approximately 2 shareholders of record.
The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary
shares held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the
discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any,
for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable
future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the
foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we
may agree to in connection therewith.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Recent Sales of Unregistered Securities
There were no unregistered securities to report
which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
None.
ITEM
6. [RESERVED]
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For
the year ended December 31, 2021, we had a net loss of $372,974, which was comprised of mostly general and administrative costs of
$392,469 net of interest income of $19,675 from investments in our trust account. The general and administrative expenses were primarily
due to fees to professionals such as the auditors, legal counsel and consultants.
For
the period from July 31, 2020 (inception) to December 31, 2020, we had a net loss of $9,672, which was comprised of mostly general
and administrative costs which were primarily due to professional fees for the auditors, legal counsel and consultants.
The
proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account (1) to the Company,
until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion
of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly
elected to redeem, subject to the limitations, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder
vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s
obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial
Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within
21 months from the closing of the Initial public offering (the “Combination Period”), or (B) with respect to any other
provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity,
and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 21 months
from the closing of the Initial public offering. Public shareholders who redeem their Class A ordinary shares in connection with
a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the
subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination
within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account
could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.
For the year ended December 31,
2021, we earned $19,675 in interest income in the Trust Account. The proceeds held in the Trust Account may only be invested in United
States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company
Act which invest only in direct U.S. government treasury obligations. There was no interest earned in 2020 as our IPO occurred in 2021.
We agreed pay our Sponsor
$10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team.
Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the year ended December 31,
2021, the Company incurred and paid $57,742 under this agreement. There were no amounts paid or charged for the period from July
31, 2020 (inception) through December 31, 2020.
Liquidity, Capital Resources and Going Concern
Consideration
As
of December 31, 2021, we had $664,428 in cash and a working capital of $467,648. Prior to the completion of our IPO, our liquidity
needs had been satisfied through a capital contribution from the Sponsor of $25,000 for the founder shares, the loan under an unsecured
promissory note from the Sponsor of up to $200,000, which we borrowed and repaid $171,356 in 2021 and had no outstanding balance as of
December 31, 2021.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our
sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be
required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business
combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but
no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible
into private placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being
issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to
the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital
loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist
with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other
than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in our trust account. As of December 31, 2021 and 2020, there were no amounts
outstanding under any Working Capital Loans.
Based
on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the
consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds to pay existing
accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective
target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating
and consummating the Business Combination.
The Company is within 12 months of its mandatory
liquidation as of the time of filing this 10K. In connection with the Company’s assessment of going concern considerations in accordance
with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability
to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to
liquidate, July 12, 2022.
These financial statements do not include any
adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets
or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any
off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
or entered into any non-financial agreements involving assets.
Contractual Obligations
Other than the below, we do
not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
Administrative Services
Agreement
Commencing
on the date that our securities are first listed, we agreed to pay the Sponsor $10,000 per month for office space, secretarial and
administrative services provided to members of our founding team. Upon completion of the initial Business Combination or our liquidation,
we will cease paying such monthly fees. For the year ended December 31, 2021, $57,742 had been paid and charged to operating expenses.
There were no amounts paid or charged for the period from July 31, 2020 (inception) through December 31, 2020.
Registration Rights
The
holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and
Warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise
of the Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration
rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the
expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
On
July 12, 2021, we paid an underwriting discount of 2% of the per Unit offering price, or approximately $2,875,000 million in the aggregate
at the closing of the Initial Public Offering, and the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross
proceeds of the Initial Public Offering, or $5,031,250 in the aggregate. The deferred fee will be payable to the underwriters from the
amounts held in the Trust Account solely in the event that we complete an initial Business Combination, subject to the terms of the underwriting
agreement.
Critical Accounting Policies and Estimates
The preparation of financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States requires our management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from
those estimates. We have identified the following as our critical accounting policies:
Offering Costs
Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with issuance of the Class A ordinary shares were charged against
the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.
We classify deferred underwriting commissions as non-current liabilities as the liquidation is not reasonably expected to
require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible
Redemption
We account for our Class A
ordinary share subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if
any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including
Class A ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary
shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered
to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, 14,375,000 Class
A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
equity section of our balance sheet. There were no Class A ordinary shares outstanding as of December 31, 2020.
Immediately upon the closing of the Initial Public
Offering, the Company recognized the accretion from initial book value to redemption amount, which approximates fair value. The change
in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in
capital (to the extent available), accumulated deficit, and Class A ordinary shares.
Net Income (loss) Per Ordinary Share
We have two classes of shares,
which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two
classes of shares. Net income (loss) per ordinary share is computed by dividing
net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. We have not considered
the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 14,437,500 of our
Class A ordinary shares in the calculation of diluted income (loss) per share, since
their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share
is the same as basic net loss per ordinary share for the periods. Accretion associated
with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates
fair value.
Recent Accounting Pronouncements
In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,
Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s
Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all
convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with
early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have
on its financial position, results of operations or cash flows.
Management does not believe
that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on
our financial statements.
ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required
to make disclosures under this Item.
ITEM
8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information appears following Item 15 of
this Report and is included herein by reference.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports
filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified
in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is
accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to
allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief
executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls
and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our
Certifying Officers concluded that, during the period covered by this report, our
disclosure controls and procedures were not effective. Our internal control over financial reporting did not result in the proper
accounting for our redeemable Class A Shares and for complex financial instruments, which led to errors in the accounting for our
warrants. Due to the impact on our financial statements, we determined that we have a
material weakness in internal control over financial reporting.
In light
of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared
in accordance with U.S. generally accepted accounting principles.
We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits
must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation
of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances
of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal Controls
Over Financial Reporting
This Annual Report on Form 10-K does not include
a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent
registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal
quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
None.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
part
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our current directors and executive officers are
as follows:
| Name |
|
Age |
|
Position |
| Brent de Jong |
|
46 |
|
Chairman and Chief Executive Officer |
| Roberto Perez Silva |
|
39 |
|
Chief Financial Officer |
| John Alexander Baker |
|
50 |
|
Director |
| Donald C. Hubbard, Jr. |
|
63 |
|
Director |
| Christopher J. Ornee |
|
46 |
|
Director and Secretary |
| Brian Zatarain |
|
46 |
|
Director |
Brent de Jong has served as a member of
our board of directors since July 31, 2020, and as our Chief Executive Officer and as Chairman of our board of directors since July 7,
2021. Since December 2011, Mr. de Jong has been the managing partner of De Jong Capital LLC, a family office affiliated with our
sponsor that is focused on emerging markets, special situations, and has served since November 2019, as Chairman of Emergent Technology
Ltd. and its predecessors, a technology and financial services business. Mr. de Jong has over 20 years of experience leading successful
business transformations and transitions. Mr. de Jong also has broad expertise investing in technology, infrastructure, financial services,
and emerging markets. From October 2016 to November 2019 served as Chairman of Itafos, a vertically integrated phosphate Fertilizer
business that is listed on TSX.V. From April 2016 until November 2019, Mr. de Jong served as a partner at Castlelake LP, leading
Special Situations investments. From September 2013 to November 2019, Mr. de Jong was a board member and advised RA Holdco,
a Middle Eastern investment manager (f.k.a. Arcapita) with holdings throughout Asia, the Middle East, Europe, and the United States.
RA Holdco was the first Shariah compliant bankruptcy completed in the US. From May 2002 to July 2011, Mr. de Jong served as
an investment professional at Ashmore Investment Management Ltd, an emerging market fund manager, leading Special Situations and as member
of the firm’s investment committee. While at Ashmore, Mr. De Jong was seconded to Ashmore Energy International in 2006, where he
served as chief executive officer and vice chairman of the board of directors until 2009. Mr. De Jong led the consortium of shareholders
that founded Ashmore Energy International in 2005, from Enron International, and negotiated the break-up and sale of AEI’s assets
in 2011 for an aggregate price of $4.8 billion. Prior to Ashmore, from July 1997 to May 2002, Mr. de Jong worked at JPMorgan
in its financial institutions group in London, where he focused on mergers and acquisitions in the emerging markets of Europe, the Middle
East and Africa, and in the structured finance group in New York. Mr. de Jong earned a bachelor’s degree in Economics
from Georgetown University.
Roberto Perez Silva has served as our
Chief Financial Officer since July 7, 2021. Since March 2021, Mr. Perez Silva has served as CFO of Savia Peru. Prior to Savia Peru, from
July 2018 to March 2021, Mr. Perez Silva served as SVP of Finance and Corporate Development of Emergent Technology Holdings, a company
with investments in several technology ventures. Prior to Emergent Technology Holdings, from October 2009 to June 2017, Mr. Silva was
Head of Portfolio Management and Head of Investments at Ashmore Management Company Colombia, Colombia’s largest private-equity
fund manager, where he was responsible for overseeing the entire portfolio of investee companies and directing the investment team. Before
joining Ashmore Management Company Colombia, Mr. Perez Silva was based in Houston as part of the business development team of Ashmore
Energy International from February 2007 to June 2008. Prior to Ashmore Energy International, between October 2004 and January 2007, he
was at Inverlink, Colombia’s most successful investment banking boutique Mr. Perez Silva earned a BS degree from Loyola University
and a Masters in Management degree from Stanford University.
John Alexander Baker has been a member
of our board of directors since July 31, 2020. Mr. Baker has extensive experience in food and agribusiness industry and capital markets.
He worked as director (private equity) and the senior manager for food processing of the State General Reserve Fund, the sovereign wealth
fund of the Sultanate of Oman, investing in a diversified portfolio of asset classes worldwide, from November 2016 to January 2020.
Mr. Baker served as chief executive officer of First Agriculture Holdings Pte. Ltd., an investment holding company dedicated to investing
in food and agribusiness in the Asia Pacific region, from September 2012 to January 2016. He began his career in March 1996
working as an agricultural economist for the Australian Agricultural Company Limited, at the time the largest pastoral company in the
world. In April 1998, Mr. Baker joined Macarthur Agribusiness, a Brisbane-based advisory company delivering corporate advisory services
to food and agribusiness industries mainly in Australia. Mr. Baker subsequently joined Rabobank International, Singapore in June 2002,
a wholesale and international retail bank offering customized banking and finance solutions to businesses involved in food and agribusiness,
and became an associate director (mergers and acquisitions) in June 2004. In July 2006, he joined Louis Dreyfus Commodities
Asia Pte. Ltd. as the head of mergers and acquisitions in Asia, a company engaged in processing and sales of agricultural products. Mr.
Baker joined Deutsche Asset Management (Asia) Pte. Ltd., Singapore (“DeAM”) (which later became Duxton Asset Management after
a management buyout), the asset management arm of Deutsche Bank in Asia, serving as vice president focusing on farmland investments in
June 2008. He re-joined Rabobank International, Singapore in September 2009, serving as assistant general manager and regional
head Asia (food and agribusiness research). Mr. Baker earned a bachelor’s degree of Agricultural Economics from University of New
England. He also earned an advanced certificate in Business Studies (Real Estate) from Swinburne University of Technology. We believe
that Mr. Baker is qualified to serve as our director because he has in depth and experience in financing, investments and management
for over 20 years.
Donald C. Hubbard, Jr. has been a member
of our board of directors since January 22, 2021. From May 2015 through October 2018, Hubbard led the Energy Infrastructure
Investment Group for Barings, a wholly owned asset manager of The Mass Mutual Group. Barings has AUM in excess of $300 Billion and established
a captive fund to invest Mass Mutual proprietary equity capital in various industries. In 2017, Barings established a traditional private
equity fund, where Hubbard lead Barings’ investments in the Energy Infrastructure industry. During his tenure with Barings, Mr.
Hubbard served as the Barings Board representative for an energy infrastructure company with operating assets in 6 countries, and was
also the Board representative for an asset in the agriculture industry that held over 11,000 acres of developed farmland in the United States.
In October 2018, Mr. Hubbard was engaged by the energy infrastructure company in the Barings portfolio to serve as the project developer
and manager of a complex infrastructure project located in the Dominican Republic, which invested in several components of the value chain
for liquified natural gas encompassing a new receiving and regasification terminal, a new 60 km natural gas pipeline, and the conversion
of an existing 300 MW power plant from diesel to natural gas burning The project required cross-discipline management of several teams
within the Barings portfolio company simultaneously with teams within the operations of the existing LNG terminal. Mr. Hubbard earned
a BS degree from the United States Naval Academy and a JD degree from the University of Maryland School of Law.
Christopher J. Ornee has been a member
of our board of directors since July 31, 2020 and was appointed secretary on January 22, 2021. Mr. Ornee is currently a partner at De
Jong Capital LLC, a family office affiliated with our sponsor that is focused on emerging markets, special situations. Mr. Ornee has
broad expertise in data analytics and operations, having led the Data Operations and Client Operations groups for S&P Global Market
Intelligence from 2015-2020. Prior to S&P, Mr. Ornee led the Research & Product Operations teams from 2008-2015 at SNL Financial,
a financial data and analytics provider. Mr. Ornee also served as a portfolio manager and trader from 2007-2008 for the Bentford Group,
a global macro hedge fund. Mr. Ornee began his financial services career as a real estate investment banker and worked for FBR Capital
Markets from 2006-2007. Prior to FBR, he served as an officer and pilot in the United States Navy from 1997-2006. Mr. Ornee earned
an MS degree in Finance from Johns Hopkins University, and a BS degree in Economics from the United States Naval Academy.
Brian Zatarain has been a member of our
board of directors since May 14, 2021. Mr. Zatarain is a senior executive with 24 years of hands-on and diverse strategic, investment,
finance and operations experience. Mr. Zatarain is currently the managing partner at Zatarain Resources, an independent advisory services
company, that he started in June 2011 and also concurrently serves as an operating partner, since May 2020, at U.S. Grid Company, a grid
resiliency and energy transition development company and an operating partner, since January 2021, at De Jong Capital LLC, a family office
affiliated with our sponsor that is focused on emerging markets, special situations. From October 2016 through May 2019, Mr. Zatarain
was the chief executive officer at Itafos, a vertically integrated phosphate fertilizers and specialty products company listed on the
TSX-V. From May 2005 through June 2011, Mr. Zatarain was an executive vice president at Ashmore Energy International (AEI) where he chaired
the investment committee and was responsible for strategy, corporate and business development and enterprise risk management. From February
2000 through April 2005, Mr. Zatarain worked in the international business development and asset management group at Enron Corp. and was
a key member of the team that created and executed the equity spin-off exit strategy of Enron Corp.’s international businesses through
the formation of Prisma Energy International (not related to Prisma Energy below), which was subsequently sold to AEI. From May
1997 through January 2000, Mr. Zatarain worked at Coastal Corp. supporting the execution of its international energy infrastructure acquisition
and greenfield development strategy. Mr. Zatarain has co-founded several companies including in 2017, Prisma Energy, a renewable and battery
storage investment holding company and in 2011, Zaff, an investment management company. Mr. Zatarain has served as a director on the board
of directors of public and private phosphate fertilizers and specialty products companies, power and gas utility companies, renewable
energy companies, oil and gas production and transportation companies, city lighting companies and an energy infrastructure fund. Mr.
Zatarain holds a Master of Business Administration from Duke University and a Bachelor of Arts in economics from the University of Texas.
Officers and Directors;
Our board of directors consists of five members.
Our amended and restated memorandum and articles of association provide that the authorized number of directors may be changed only by
resolution of the board of directors. Subject to the terms of any preference shares, any or all of the directors may be removed from office
at any time by the affirmative vote of holders of a majority of the voting power of all then outstanding shares entitled to vote generally
in the appointment of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting
from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.
Our officers are appointed by the board of directors
and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized
to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Our memorandum and articles of association provide that our officers may consist of a Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined
by the board of directors.
Nasdaq listing standards require that a majority
of our board of directors be independent. An “independent director” is defined generally as a person other than an officer
or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s
board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of
a director. Our board of directors has determined that Messrs. Baker and Hubbard are “independent directors” as defined in
the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only
independent directors are present.
Committees of the Board of Directors
Our board of directors has
three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to
phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed
company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be
comprised solely of independent directors.
Audit Committee
We have established an audit
committee of the board of directors. Messrs. Ornee, Baker and Hubbard are the members of our audit committee, and Mr. Ornee is the chair
of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of
the audit committee, all of whom must be independent. Each of Messrs. Baker and Hubbard meet the independent director standard under Nasdaq
listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.
Each member of the audit committee is financially
literate and our board of directors has determined that Mr. Ornee qualifies as an “audit committee financial expert” as defined
in applicable SEC rules.
We adopted an audit committee
charter, which details the principal functions of the audit committee, including:
| ● | the appointment, compensation, retention, replacement, and
oversight of the work of the independent registered public accounting firm engaged by us; |
| ● | pre-approving all audit and permitted non-audit services
to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
| ● | setting clear hiring policies for employees or former employees
of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
| ● | setting clear policies for audit partner rotation in compliance
with applicable laws and regulations; |
| ● | obtaining and reviewing a report, at least annually, from
the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal
quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review,
of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting
one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships
between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s
independence; |
| ● | reviewing and approving any related party transaction required
to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| ● | reviewing with management, the independent registered public
accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with
regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial
statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting
Standards Board, the SEC or other regulatory authorities. |
Compensation Committee
We have established a compensation
committee of the board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two
members of the compensation committee, all of whom must be independent. Messrs. Baker and Hubbard are the members of our compensation
committee, all of whom are independent. Mr. Baker is the chair of the compensation committee.
We adopted a compensation committee charter, which
details the principal functions of the compensation committee, including:
| ● | reviewing and approving on an annual basis the corporate goals
and objectives relevant to our Chief Executive Officers’ compensation, if any is paid by us, evaluating our Chief Executive Officer’s
performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer
based on such evaluation; |
| ● | reviewing and approving on an annual basis the compensation,
if any is paid by us, of all of our other officers; |
| ● | reviewing on an annual basis our executive compensation policies
and plans; |
| ● | implementing and administering our incentive compensation
equity-based remuneration plans; |
| ● | assisting management in complying with our proxy statement
and annual report disclosure requirements; |
| ● | approving all special perquisites, special cash payments
and other special compensation and benefit arrangements for our officers and employees; |
| ● | if required, producing a report on executive compensation
to be included in our annual proxy statement; and |
| ● | reviewing, evaluating and recommending changes, if appropriate,
to the remuneration for directors. |
Notwithstanding the foregoing, as indicated above,
other than the payment to an affiliate of our sponsor of $10,000 per month, for 12 months (or up to 21 months if we extend the period
of time to consummate a business combination by the full amount of time), for office space, utilities and secretarial and administrative
support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid
to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render
in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of
an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation
arrangements to be entered into in connection with such initial business combination.
The charter will also provide that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser
and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging
or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider
the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Nominating and Corporate Governance Committee
We have established a nominating
and corporate governance committee of the board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required
to have at least two members of the nominating and corporate governance committee, all of whom must be independent. Messrs. Baker and
Hubbard are the members of our nominating and corporate governance committee, all of whom are independent. Mr. Hubbard is the chair of
the compensation committee.
The nominating and corporate governance committee
will consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees
to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that
wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated
memorandum and articles of association.
We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, or in the
past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.
Code of Ethics
We have adopted a Code of
Ethics applicable to our directors, officers and employees.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10%
of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10%
beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting
persons.
Based solely on our review of such forms furnished
to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners were filed in a timely manner.
ITEM
11. EXECUTIVE COMPENSATION
Employment Agreements
We have not entered into any employment agreements
with our executive officers and have not made any agreements to provide benefits upon termination of employment.
Officer and Director Compensation
None of our officers has received
any cash compensation for services rendered to us. Commencing on July 7, 2021, we agreed to pay an affiliate of our sponsor a total of
$10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination
or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement,
consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate
of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial
business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers
or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside
the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place
governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with
identifying and consummating an initial business combination.
After the completion of our
initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees
from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials
or proxy solicitation materials furnished to our shareholders in connection with a proposed initial business combination. We have not
established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It
is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors
of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to
our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted
solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any
action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,
although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability
of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision
to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for
benefits upon termination of employment.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth
as of March 31, 2022 the number of ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial
owner of more than five percent of our issued and outstanding ordinary shares (ii) each of our officers and directors; and (iii) all
of our officers and directors as a group. As of March 31, 2022, we had 14,518,750 Class A ordinary shares issued and outstanding.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially
owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the
warrants, as the warrants are not exercisable within 60 days of December 31, 2021.
| Name and Address of Beneficial Owner(1) | |
Number of
Shares
Beneficially
Owned | | |
Percentage of
Outstanding
Shares | |
| DJCAAC, LLC (Our Sponsor) | |
| 3,593,750 | (2) | |
| 20.0 | % |
| Brent de Jong | |
| 3,593,750 | (3) | |
| 20.0 | % |
| Roberto Perez Silva | |
| — | | |
| — | |
| John Alexander Baker | |
| — | | |
| — | |
| Christopher J. Ornee | |
| — | | |
| — | |
| Donald Hubbard, Jr. | |
| — | | |
| — | |
| Brian Zatarain | |
| | | |
| — | |
| All officers and directors as a group | |
| | | |
| | |
| (6 individuals) | |
| 3,593,750 | | |
| 20 | % |
| Saba Capital Management, L.P.(4) | |
| 1,100,000 | | |
| 7.6 | % |
| Boaz R. Weinstein(4) | |
| 1,100,000 | | |
| 7.6 | % |
| Saba Capital Management GP, LLC(4) | |
| 1,100,000 | | |
| 7.6 | % |
| Highbridge Capital Management, LLC(5) | |
| 1,366,051 | | |
| 9.5 | % |
| Highbridge SPAC Opportunity Fund, L.P.(5) | |
| 862,015 | | |
| 6.0 | % |
| Space Summit Capital LLC(6) | |
| 719,540 | | |
| 5.0 | % |
| (1) | Unless otherwise indicated, the
business address of each of the individuals is c/o Agrico Acquisition Corp., Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman
Islands. |
| (2) | Represents founder shares. These
Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment, upon consummation
of the business combination. |
| (3) | Represents securities held by
our sponsor, of which Brent de Jong is sole managing member. Mr. de Jong has sole voting and dispositive power over the shares held by
our sponsor. The business address of DJCAAC LLC is Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. |
| (4) | Based on a Schedule 13G filed
July 7, 2021. Saba Capital Management, L.P., Boaz R. Weinstein and Saba Capital Management GP, LLC have shared voting power over these
shares. The address of the business office of each of the holders is 405 Lexington Avenue, 58th Floor, New York, New York
10174.. |
| (5) | Based on a Schedule 13G filed
on July 22, 2021, Highbridge Capital Management, LLC and Highbridge SPAC Opportunity Fund, L.P. (collectively, the “Highbridge Funds”)
have shared voting power over these shares. The address of the Highbridge Funds is 277 Park Avenue, 23rd Floor, New York, New York 10172. |
| (6) | Based on a Schedule 13G filed
on August 20, 2021. The address of the holder is 15455 Albright Street, Pacific Palisades, CA 90272. |
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On
January 25, 2021, we issued an aggregate of 5,000,000 founder shares to our sponsor for an aggregate purchase price of $25,000 in cash,
or approximately $0.005 per share. On April 9, 2021, our sponsor forfeited for no consideration an aggregate of 1,406,250 founder shares,
which we cancelled, resulting in a decrease in the total number of founder shares outstanding from 5,000,000 shares to 3,593,750 shares.
The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding
shares upon completion of this offering (not including the 125,000 representative shares). The founder shares (including the Class A ordinary
shares issuable upon conversion thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Our sponsor, and Maxim and/or
its designees have agreed to purchase an aggregate of 6,500,000 private placement warrants at a price of $1.00 per private warrant, for
an aggregate purchase price of $6,500,000, of which our sponsor will purchase 5,562,500 private placement warrants and Maxim and/or its
designees will purchase 937,500 private placement warrants. Our sponsor and Maxim have also agreed that if the over-allotment is exercised
by the underwriter, they will purchase at a price of $1.00 per private warrant an additional number of private placement warrants (up
to a maximum of 750,000 additional private placement warrants) pro rata in relation to their respective acquisition of private placement
warrants prior to any exercise of the over-allotment option in full or in part in the aggregate amount of $750,000. These additional private
placement warrants will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the
exercise of the over-allotment option. The private placement warrants are identical to the units sold in the Initial Public Offering except
that the private placement warrants are entitled to registration rights. The private placement warrants (including the ordinary shares
issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
If any of our officers or
directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he
or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to
present such business combination opportunity to such other entity. Our officers and directors currently have certain relevant fiduciary
duties or contractual obligations that may take priority over their duties to us.
Commencing on July 7, 2021,
we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative
support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Other than the foregoing, no compensation of any
kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us
to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered
in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However,
these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and
the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by
such persons in connection with activities on our behalf.
Prior to the closing of the
Initial Public Offering, our sponsor has agreed to loan us up to $200,000 to be used for a portion of the expenses of the Initial Public
Offering. These loans were non-interest bearing, unsecured and were repaid at the closing of the Initial Public Offering.
In addition, in order to finance transaction costs
in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and
directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay
such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held
outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to
$1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant
(which, for example, would result in the holders being issued warrants to purchase 1,500,000 shares if $1,500,000 of notes were so converted),
at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability
and exercise period. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any,
have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other
than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in our trust account.
After our initial business combination, members
of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all
amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender
offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up
to the directors of the post-combination business to determine executive and director compensation.
We entered into a registration
rights agreement with respect to the private placement warrants, the securities issuable upon conversion of working capital loans (if
any) and the ordinary shares issuable upon exercise or conversion or exercise of the foregoing and upon conversion of the founder shares.
Related Party Policy
We have not yet adopted a formal policy for the
review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved
or ratified in accordance with any such policy.
Effective as of July 7, 2021,
we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions
approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under
our code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness
or guarantee of indebtedness) involving the company.
In addition, our audit committee,
pursuant to its charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.
An affirmative vote of a majority of the members of the audit committee present at a general meeting at which a quorum is present will
be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a
quorum. Without a general meeting, the unanimous written consent of all of the members of the audit committee will be required to approve
a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions.
These procedures are intended to determine whether
any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,
employee or officer.
To further minimize conflicts
of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor,
officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking
firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a
financial point of view. Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan
or other compensation will be paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers, for services
rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business
combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers
or directors, or our or their affiliates, none of which will be made from the proceeds of the Initial Public Offering held in the trust
account prior to the completion of our initial business combination:
| ● | Payment to an affiliate of our sponsor of $10,000 per month,
for 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time), for
office space, utilities and secretarial and administrative support; |
| ● | Reimbursement for any out-of-pocket expenses related to identifying,
investigating and completing an initial business combination; and |
| ● | Repayment of loans which may be made by our sponsor or an
affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial
business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.
Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per
warrant (which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at
the option of the lender. |
Our audit committee will review on a quarterly basis any payments that
were made to our sponsor, officers or directors, or our or their affiliates.
Director Independence
Nasdaq listing standards require
that a majority of our board of directors be independent. For a description of the director independence, see “— Part III, Item
10 - Directors, Executive Officers and Corporate Governance”.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The firm of Marcum LLP, or Marcum, acts as our independent registered
public accounting firm. The following is a summary of fees paid to Marcum for services rendered.
Audit Fees. For the year ended December 31, 2021 and for the
period from July 31, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were approximately
$91,155 and $15,450, respectively, for the services Marcum performed in connection with our Initial Public Offering and the audit of our December
31, 2021 financial statements included in this Annual Report on Form 10-K.
Audit-Related Fees. For the year ended December 31, 2021 and
for the period from July 31, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render
assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees. For the year ended December 31, 2021 and for the period from
July 31, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were approximately $0,
for the services Marcum performed in connection with tax compliance, tax advice and tax planning.
All Other Fees. For the year ended December 31, 2021 and for
the period from July 31, 2020 (inception) through December 31, 2020, there were no fees billed for products and services provided by our
independent registered public accounting firm other than those set forth above.
Pre-Approval Policy
Our audit committee was formed upon the consummation of our Initial
Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior
to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a
going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed
for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in
the Exchange Act which are approved by the audit committee prior to the completion of the audit).
part
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are
filed as part of this Form 10-K: |
| (2) | Financial
Statement Schedules: |
None.
AGRICO ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENT
| | | Page |
| Report of Independent Registered Public Accounting Firm (PCAOB Firm ID# 688) | | F - 2 |
| | | |
| Balance Sheets as of December 31, 2021 and December 31, 2020 | | F - 3 |
| | | |
| Statements of Operations for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020 | | F - 4 |
| | | |
| Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020 | | F - 5 |
| | | |
| Statements of Cash Flows for the year ended December 31, 2021 and for the period from July 31, 2020 (inception) through December 31, 2020 | | F - 6 |
| | | |
| Notes to Financial Statements | | F - 7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors
of
Agrico Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of Agrico Acquisition Corp. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes
in shareholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from July 31, 2020 (inception)
through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and
2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from July 31, 2020
(inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph - Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company
has until July 12, 2022 to complete a business combination or the Company will cease all operations except for the purpose of liquidating.
This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum llp
Marcum llp
We have served as the Company’s auditor since 2020.
Hartford, CT
April 1, 2022
AGRICO ACQUISITION
CORP.
BALANCE SHEETS
| | |
December 31,
2021 | | |
December 31, 2020 | |
| Assets: | |
| | |
| |
| Cash | |
$ | 664,428 | | |
$ | — | |
| Prepaid expenses | |
| 6,083 | | |
| | |
| Total current assets | |
| 670,511 | | |
| — | |
| Cash and marketable securities held in Trust Account | |
| 146,644,675 | | |
| — | |
| Deferred offering costs | |
| — | | |
| 96,594 | |
| Total assets | |
$ | 147,315,186 | | |
$ | 96,594 | |
| | |
| | | |
| | |
| Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | |
| | | |
| | |
| Accrued offering costs and expenses | |
$ | 129,068 | | |
$ | 50,000 | |
| Due to related party | |
| 73,795 | | |
| 56,266 | |
| Total current liabilities | |
| 202,863 | | |
| 106,266 | |
| Deferred underwriters’ fee | |
| 5,031,250 | | |
| — | |
| Total liabilities | |
| 5,234,113 | | |
| 106,266 | |
| | |
| | | |
| | |
| Commitments and Contingencies (Note 6) | |
| | | |
| | |
| Redeemable Ordinary Shares | |
| | | |
| | |
| Class A ordinary shares subject to possible redemption, 14,375,000 Class A ordinary shares at redemption value of $10.20 per share | |
| 146,625,000 | | |
| — | |
| | |
| | | |
| | |
| Shareholders’ Deficit: | |
| | | |
| | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 143,750 and no shares issued and outstanding as of December 31, 2021 and 2020, respectively (excluding 14,375,000 and no shares subject to redemption as of December 31, 2021 and 2020, respectively) | |
| 14 | | |
| — | |
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 and no shares issued and outstanding as of December 31, 2021 and 2020, respectively (Note 5) | |
| 359 | | |
| — | |
| Accumulated deficit | |
| (4,544,300 | ) | |
| (9,672 | ) |
| Total shareholders’ deficit | |
| (4,543,927 | ) | |
| (9,672 | ) |
| Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit | |
$ | 147,315,186 | | |
$ | 96,594 | |
The accompanying notes
are an integral part of these financial statements.
AGRICO ACQUISITION
CORP.
STATEMENTS OF OPERATIONS
| | |
For the year ended December 31,
2021 | | |
For the period
from July 31, 2020 (inception)
through
December 31,
2020 | |
| General and administrative costs | |
$ | 392,649 | | |
$ | 9,672 | |
| Loss from operations | |
| (392,649 | ) | |
| (9,672 | ) |
| | |
| | | |
| | |
| Other income: | |
| | | |
| | |
| Interest earned on cash and marketable securities held in Trust Account | |
| 19,675 | | |
| — | |
| Total other income | |
| 19,675 | | |
| — | |
| | |
| | | |
| | |
| Net loss | |
$ | (372,974 | ) | |
$ | (9,672 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding of Class A ordinary shares | |
| 6,881,490 | | |
| — | |
| Basic and diluted net loss per share, Class A ordinary shares | |
$ | (0.04 | ) | |
$ | — | |
| Weighted average shares outstanding of Class B ordinary shares | |
| 3,141,695 | | |
| — | |
| Basic and diluted net loss per share, Class B ordinary shares | |
$ | (0.04 | ) | |
$ | — | |
The accompanying notes
are an integral part of these financial statements.
AGRICO ACQUISITION
CORP.
STATEMENTS OF CHANGES
IN SHAREHOLDERS’ DEFICIT
FOR THE YEAR ENDED
DECEMBER 31, 2021 AND
FOR THE PERIOD FROM JULY 31, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
| | |
Class A | | |
Class B | | |
Additional | | |
| | |
Total | |
| | |
Ordinary shares | | |
Ordinary shares | | |
Paid-in | | |
Accumulated | | |
Shareholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance as of July 31, 2020 | |
| — | | |
$ | — | | |
| — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (9,672 | ) | |
| (9,672 | ) |
| Balance as of December 31, 2020 | |
| — | | |
$ | — | | |
| — | | |
$ | — | | |
$ | — | | |
$ | (9,672 | ) | |
$ | (9,672 | ) |
| Issuance of Class B ordinary shares to Sponsor (Note 5) | |
| — | | |
| — | | |
| 3,593,750 | | |
| 359 | | |
| 24,641 | | |
| — | | |
| 25,000 | |
| Issuance of Private Placement warrants, net of offering costs | |
| — | | |
| — | | |
| — | | |
| — | | |
| 7,226,565 | | |
| — | | |
| 7,226,565 | |
| Fair value of public warrants, net of offering costs | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,973,703 | | |
| | | |
| 4,973,703 | |
| Issuance of non-redeemable representative shares | |
| 143,750 | | |
| 14 | | |
| — | | |
| — | | |
| 1,437,486 | | |
| — | | |
| 1,437,500 | |
| Re-measurement of Class A ordinary shares carrying value to redemption
value | |
| — | | |
| — | | |
| — | | |
| — | | |
| (13,662,395 | ) | |
| (4,161,654 | ) | |
| (17,824,049 | ) |
| Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (372,974 | ) | |
| (372,974 | ) |
| Balance as of December 31, 2021 | |
| 143,750 | | |
$ | 14 | | |
| 3,593,750 | | |
$ | 359 | | |
$ | — | | |
$ | (4,544,300 | ) | |
$ | (4,543,927 | ) |
The accompanying notes
are an integral part of these financial statements.
AGRICO ACQUISITION
CORP.
STATEMENTS OF CASH
FLOWS
| | |
For the year
ended
December 31,
2021 | | |
For the period
from July 31,
2020 (inception)
through
December 31,
2020 | |
| Cash flows from operating activities: | |
| | |
| |
| Net loss | |
$ | (372,974 | ) | |
$ | (9,672 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Formation costs paid by related party | |
| — | | |
| 9,672 | |
| Interest earned on cash and investments held in trust account | |
| (19,675 | ) | |
| — | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Prepaid expenses | |
| (6,083 | ) | |
| — | |
| Due to related party | |
| 73,795 | | |
| — | |
| Accrued offering costs and expenses | |
| 79,068 | | |
| — | |
| Net cash used in operating activities | |
| (245,869 | ) | |
| — | |
| | |
| | | |
| | |
| Cash Flows from Investing Activities: | |
| | | |
| | |
| Cash invested in Trust Account | |
| (146,625,000 | ) | |
| — | |
| Net cash used in investing activities | |
| (146,625,000 | ) | |
| — | |
| | |
| | | |
| | |
| Cash Flows from Financing Activities: | |
| | | |
| | |
| Proceeds from initial public offering, net of underwriting discount | |
| 140,875,000 | | |
| — | |
| Proceeds from sale of private placement warrants | |
| 7,250,000 | | |
| — | |
| Proceeds from issuance of promissory note to related party | |
| 25,000 | | |
| — | |
| Payment of offering costs | |
| (443,347 | ) | |
| — | |
| Payment of promissory note to related party | |
| (171,356 | ) | |
| | |
| Net cash provided by financing activities | |
| 147,535,297 | | |
| — | |
| | |
| | | |
| | |
| Net change in cash | |
| 664,428 | | |
| — | |
| Cash, beginning of period | |
| — | | |
| — | |
| Cash, end of the period | |
$ | 664,428 | | |
$ | — | |
| | |
| | | |
| | |
| Supplemental disclosure of cash flow information: | |
| | | |
| | |
| Issuance of Class B ordinary shares in exchange for due to related party | |
$ | 25,000 | | |
$ | — | |
| Deferred offering costs paid by related party | |
$ | 146,356 | | |
$ | 48,262 | |
| Issuance of shares to underwriter representative | |
$ | 1,437,500 | | |
$ | — | |
| Initial Classification of Class A ordinary shares subject to possible redemption | |
$ | 146,625,000 | | |
$ | — | |
| Deferred underwriting commissions payable charged to accumulated deficit | |
$ | 5,031,250 | | |
$ | — | |
The accompanying notes
are an integral part of these financial statements.
AGRICO ACQUISITION
CORP.
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31, 2021
Note 1 — Organization and Business Operations
Agrico Acquisition Corp. (the “Company”)
was incorporated as a Cayman Islands exempted company on July 31, 2020. The Company was incorporated for the purpose of entering
into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”).
As of December 31, 2021, the Company had not
commenced any operations. All activity from inception through December 31, 2021 relates to the Company’s formation and preparation
for the Initial Public Offering (the “Public Offering” or “IPO”) as described below, and subsequent to the
IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion
of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income and unrealized
gains from the cash and marketable securities held in the Trust Account. The Company has selected December 31 as its fiscal
year end.
The Company’s sponsor is DJCAAC, LLC, a
Delaware limited partnership (the “Sponsor”). The registration statement for the Company’s IPO was declared effective
on July 7, 2021 (the “Effective Date”). On July 12, 2021, the Company consummated the initial public offering (the “Public
Offering” or “IPO”) of 14,375,000 units (the “Units”), which includes the full exercise by the
underwriters of the over-allotment option to purchase an additional 1,875,000 Units, at $10.00 per unit, generating gross
proceeds of $143,750,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,250,000 warrants
to the Sponsor and Maxim Group LLC (“Maxim”), the underwriter in the IPO (the “Private Placement Warrants”), at
a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,250,000, which is discussed in Note 4. Each Private
Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share.
Transaction costs of the IPO amounted to $9,998,781,
comprised of $2,875,000 of underwriting fees paid at the time of the IPO, $5,031,250 of deferred underwriting fees, $655,031 of
other offering costs, and $1,437,500 of the fair value of the representative shares, and was all charged to shareholders’
equity.
Following the closing of the IPO on July 12,
2021, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, including a portion of the
proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in
the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days
or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act
which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust
Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants
will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to
the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection
with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (b) the redemption
of any public shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and
articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary
shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public
shares if the Company does not complete the initial Business Combination within 21 months from the closing of the Initial public offering
(the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A
ordinary shares or pre-initial business combination activity, and (c) the redemption of the public shares if the Company
has not consummated the initial Business Combination within 21 months from the closing of the Initial public offering. Public shareholders
who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence
shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation
if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary
shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors,
if any, which could have priority over the claims of the public shareholders.
The Company will provide its public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either
(i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer.
The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata
portion of the amount then on deposit in the Trust Account (initially approximately $10.20 per share, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
If the Company is unable to complete a Business
Combination within 12 months (or up to 21 months if the Company extends the period of time to consummate a business combination by the
full amount of time) from the closing of the Public Offering (the “Combination Period”) or during any Extension Period, the
Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to
us to pay the Company’s franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors,
liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
The Sponsor, officers and directors have agreed
to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of
the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of association
(A) that would modify the substance or timing of the Company’s obligation to redeem 100% of the its Public Shares if
the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision
relating to shareholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions
from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the
Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares
they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe, and (iv) vote their
Founder Shares and Public Shares in favor of the Company’s initial Business Combination.
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business
combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the
actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per
share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims
by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether
or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Public
Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor
to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds
to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company.
Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.
Liquidity, Capital Resources and Going Concern
Consideration
As of December 31, 2021 the Company had $664,428 in
cash and a working capital of $467,648. The Company’s liquidity needs up to December 31, 2021 had been satisfied through a capital
contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from
the Sponsor of up to $200,000 (see Note 5), of which $171,356 was borrowed and repaid in 2021. In addition, in order to finance transaction
costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021
and 2020, there were no amounts outstanding under any Working Capital Loans.
Based on the foregoing, management believes that
the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination
or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying
and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business
Combination.
However, the Company is within 12 months of its mandatory liquidation
as of the time of filing this 10K. In connection with the Company’s assessment of going concern considerations in accordance with
Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability
to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to
liquidate, July 12, 2022.
These financial statements do not include any
adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on
the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily
determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the
Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management,
all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position,
and the results of its operations and its cash flows.
Emerging Growth Company Status
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an
emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This
may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in
conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during
the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that
the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of December 31, 2021 and 2020.
Marketable Securities Held in Trust Account
At December 31, 2021, the assets held in the
Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in
U.S. Treasury securities.
The Company classifies its United States Treasury
securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities
are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.
A decline in the market value of held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’
fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment
is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery
and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered
in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent
to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the
investee operates.
Premiums and discounts are amortized or accreted
over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization
and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized
when earned.
The carrying value, excluding gross unrealized
holding loss and fair value of held to maturity securities on December 31, 2021 are as follows:
| | |
Carrying
Value as of
December 31, 2021 | | |
Gross
Unrealized
Gains | | |
Gross
Unrealized
Losses | | |
Fair Value
as of
December 31,
2021 | |
| U.S. Treasury Securities | |
| 146,644,279 | | |
| 897 | | |
| — | | |
| 146,645,176 | |
| Cash | |
| 396 | | |
| — | | |
| — | | |
| 396 | |
| | |
$ | 146,644,675 | | |
$ | 897 | | |
$ | — | | |
$ | 146,645,572 | |
Offering Costs
Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with issuance of the Class A ordinary shares were charged
against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public
Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not
reasonably expected to require the use of current assets or require the creation of current liabilities.
Net Income (loss) Per Ordinary Share
The Company has two classes of shares, which are referred
to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares.
Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding
during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement
to purchase an aggregate of 14,437,500 of our Class A ordinary shares in the calculation of diluted income (loss) per share, since their
inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same
as basic net loss per ordinary share for the periods. Re-measurement associated with the Class A ordinary shares subject to possible
redemption is excluded from earnings per share as the redemption value approximates fair value.
| | |
For the Year ended December 31,
2021 | | |
For the period from July 31,
2020 (inception) through
December 31, 2020 | |
| | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| Basic and diluted net income (loss) per share: | |
| | |
| | |
| | |
| |
| Numerator: | |
| | |
| | |
| | |
| |
| Allocation of net income (loss) | |
$ | (256,068 | ) | |
$ | (116,096 | ) | |
$ | — | | |
$ | 9,672 | |
| | |
| | | |
| | | |
| | | |
| | |
| Denominator: | |
| | | |
| | | |
| | | |
| | |
| Weighted-average shares outstanding including ordinary shares subject to redemption | |
| 6,881,490 | | |
| 3,141,695 | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted net income (loss) per share | |
$ | (0.04 | ) | |
$ | (0.04 | ) | |
$ | — | | |
$ | — | |
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Class A Ordinary Shares Subject to Possible
Redemption
The Company accounts for our Class A ordinary
share subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are
classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class
A ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are
classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside
of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, 14,375,000 Class A ordinary
shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity
section of our balance sheet. There were no Class A ordinary shares outstanding as of December 31, 2020.
Immediately upon the closing of the Initial Public Offering, the Company
recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying
value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital
(to the extent available), accumulated deficit, and Class A ordinary shares.
As of December 31, 2021, the ordinary shares
reflected on the balance sheet are reconciled in the following table:
| Gross proceeds from IPO | |
$ | 143,750,000 | |
| | |
| | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (5,287,763 | ) |
| Offering costs related to Class A ordinary shares subject to possible redemption | |
| (8,223,786 | ) |
| | |
| | |
| Plus: | |
| | |
| Offering costs allocated to public warrants | |
| 314,060 | |
| Re-Measurement of Class A ordinary shares to redemption amount | |
| 16,072,489 | |
| | |
| | |
| Class A ordinary shares subject to possible redemption | |
$ | 146,625,000 | |
Income Taxes
The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020,
there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any
issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Company coverage of $250,000. The Company has not experienced losses on these accounts and management believes the
Company is not exposed to significant risks on such accounts.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning
on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results
of operations or cash flows.
Management does not believe that any other recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statements.
Note 3 — Initial Public Offering
On July 12, 2021, the Company initially
sold 14,375,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,875,000 Units,
at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share, and one-half of
one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of
$11.50 per share, subject to adjustment (See Note 7).
In connection with the closing of the IPO, the
Company issued to Maxim 143,750 Class A ordinary shares (the “representative shares”). Maxim has agreed not
to transfer, assign or sell any such shares until the completion of the Company’s initial Business Combination. In addition, Maxim
has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s
initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such
shares if the Company fails to complete its initial business combination within 12 months (or up to 21 months if we extend the period
of time to consummate a business combination by the full amount of time) from the closing of the IPO.
Note 4 — Private Placement
Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of 7,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant,
for an aggregate purchase price of $7,250,000, in a private placement. A portion of the proceeds from the private placement was added
to the proceeds from the IPO held in the Trust Account.
The Private Placement Warrants are identical
to the Public Warrants, except that the Private Warrants (i) will not be transferable, assignable or salable until the completion of
the initial Business Combination and (ii) will be entitled to registration rights (see Note 7).
Note 5 — Related Party Transactions
Founder Shares
On January 25, 2021, the Sponsor was issued 5,000,000 Class B
ordinary shares, par value $0.0001 per share (the “Founder Shares”) for $25,000, or approximately $0.005 per share,
which proceeds were used to reduce the amount due to a related party. On April 9, 2021, the sponsor forfeited to the Company for no consideration
an aggregate of 1,406,250 Founder Shares, which the Company cancelled, resulting in a decrease in the total number of Founder
Shares outstanding from 5,000,000 shares to 3,593,750 shares, which included up to 468,750 founder shares
subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full or in part. Due to the
underwriters’ exercise of their full over-allotment on July 12, 2021, these 468,750 Founders Shares are no longer subject
to forfeiture.
The Sponsor, officers and directors have agreed
not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial
Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in
all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any
permitted transferees would be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect
to any Founder Shares.
Promissory Note — Related Party
On January 22, 2021, the Sponsor agreed to loan
the Company up to $200,000 to be used for a portion of the expenses of the IPO. This loan was non-interest bearing and payable
after the date of the consummation of the Public Offering. In 2021, the Company borrowed and repaid $171,356. As of December 31, 2021,
the Company had no outstanding borrowings under the promissory note.
Due to Related Party
The Sponsor paid certain formation costs and deferred offering costs
on behalf of the Company which were recorded as due to related party in the amount $56,266 as of December 31, 2020, which were
due upon demand. On January 25, 2021, the liability was reduced by $25,000 in exchange for the issuance of Founder Shares to
the Sponsor. As of December 31, 2021, there is $73,795 due to related party for certain costs paid by the Sponsor on behalf of the
Company which was repaid in March 2022.
Working Capital Loans
In addition, in order to finance transaction
costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account
released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that
the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account
to repay Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of
the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant
at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms
of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to
the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor, its
affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and
provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. As of December 31, 2021 and
2020, the Company had no borrowings under the working capital loans.
Administrative Support Agreement
Commencing on the date that the Company’s
securities are first listed, the Company agreed to reimburse an affiliate of the Sponsor for office space, secretarial and administrative
services provided to members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business
Combination or the Company’s liquidation, it will cease paying these monthly fees. For the year ended December 31, 2021, $57,742 had
been paid and charged to operating expenses. There were no amounts paid or charged for the period from July 31 (inception) through December
31, 2020.
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement
Warrants, Class A ordinary shares underlying the Private Placement Warrants and securities that may be issued upon conversion of
Working Capital Loans will have registration rights pursuant to a registration rights agreement to be signed prior to or on the effective
date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands,
that the Company register such securities under the Securities Act. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination
and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However,
the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act
to become effective until termination of the applicable lock-up period. Notwithstanding the foregoing, the underwriter may not exercise
its demand and “piggyback” registration rights after five (5) and seven (7) years after
the effective date of the registration statement for the initial public offering and may not exercise its demand rights on more than
one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriter had a 45-day option from the
date of the IPO to purchase up to an aggregate of 1,875,000 additional Units at the public offering price less the underwriting
commissions to cover over-allotments, if any. On July 12, 2021, the underwriter fully exercised its over-allotment option.
The underwriters are entitled to a deferred underwriting
fee of 3.5% of the gross proceeds of the Public Offering, or $5,031,250 in the aggregate. The deferred fee will be payable
to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination,
subject to the terms of the underwriting agreement.
Note 7 — Shareholders’ Equity
Preference Shares — The
Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting
and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021
and 2020, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The
Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December
31, 2021 and 2020, there were 143,750 and no Class A ordinary shares issued and shares outstanding, excluding 14,375,000 and
no Class A ordinary shares subject to redemption, respectively.
Class B Ordinary Shares —
The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. At December 31,
2020, there were no Class B ordinary shares issued or outstanding. On January 25, 2021, the Company issued 5,000,000 Class B
ordinary shares to its Sponsor. On April 9, 2021, the Sponsor forfeited to the Company for no consideration an aggregate of 1,406,250 Class B
ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding
from 5,000,000 shares to 3,593,750 shares. As a result of the underwriters’ election to fully exercise of their
over-allotment option on July 12, 2021, the 468,750 shares were no longer subject to forfeiture. As of December 31, 2021 and
2020, there were 3,593,750 and no Class B ordinary shares issued or outstanding, respectively.
Holders are entitled to one vote for each Class B
ordinary share. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single
class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s
amended and restated memorandum and articles of association, or as required by applicable provisions of Cayman Islands law or applicable
stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter
voted on by the Company’s shareholders.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (subject to adjustment
for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). In the case that additional Class A ordinary
shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in our initial public offering
and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A
ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such
adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion
of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number
of all ordinary shares outstanding upon completion of the Public Offering (not including Class A ordinary shares issuable to Maxim)
plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business
Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination,
any private placement-equivalent securities issued to our sponsor or its affiliates upon conversion of Working Capital loans).
Warrants — As of December 31,
2021, there were 7,187,500 public warrants and 7,250,000 private placement warrants outstanding. At December 31,
2020, there were no warrants outstanding. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share
at a price of $11.50 per share, subject to adjustment. The Public Warrants will become exercisable on the later of twelve months
from the closing of the Public Offering and 30 days after the completion of the initial Business Combination. Only a whole warrant
may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or
liquidation.
The Company has agreed that as soon as practicable,
but in no event later than 30 calendar days after the closing of the initial Business Combination, it will use commercially reasonable
best efforts to file, and within 90 calendar days following the initial Business Combination to have declared effective, a registration
statement with the SEC covering the ordinary shares issuable upon exercise of the warrants, to maintain a current prospectus relating
to those ordinary shares until the warrants expire or are redeemed. If a registration statement covering the ordinary shares issuable
upon exercise of the warrants is not effective within the period specified above following the consummation of the initial Business Combination,
public holders of warrants may, until such time as there is an effective registration statement and during any period when the Company
shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided
by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available.
If the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may,
at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain
in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be
able to exercise their warrants on a cashless basis.
In no event will the Company be required to net
cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit
containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such
unit.
Redemption of Warrants for Cash When the Price
per Class A Ordinary Share Equals or Exceeds $18.00.
Once the warrants become
exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants):
| |
● |
in
whole and not in part: |
| |
|
|
| |
● |
at
a price of $0.01 per warrant; |
| | ● | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
| | | |
| | ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”). |
In
addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such
issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any
such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business
Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted
average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the
day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per
share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption” will be
adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical
to the Public Warrants, except that the Private Warrants (i) will not be transferable,
assignable or salable until the completion of the initial Business Combination and (ii) will be entitled to registration rights.
Note 8 — Subsequent Events
On January 30, 2022, Agrico Acquisition
Corp., a Cayman Islands exempted company entered into a Business Combination Agreement with (i) a private limited company
incorporated in Ireland (ii) a Caymans Islands exempted company(iii) a limited liability company incorporated under the laws of the
Grand Duchy of Luxembourg and, together with Cayman Merger Sub and (iv)a Norwegian private limited liability company.
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company
did not identify any subsequent events (other than the one disclosed above) that would have required adjustment or disclosure in the
financial statements.
The following exhibits are filed with this report.
Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated July 7, 2021, by and between the Company and Maxim Group LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 3.1 |
|
Amended & Restated Memorandum and Articles of the Company (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 4.1 |
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on May 17, 2021). |
| 4.2 |
|
Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on May 17, 2021). |
| 4.3 |
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Registrant on May 17, 2021). |
| 4.4 |
|
Warrant Agreement, dated July 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 4.5* |
|
Description of Securities |
| 10.1 |
|
Letter Agreement, dated July 7, 2021, by and among the Company and its officers, directors, the Sponsor and the other parties named therein (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 10.12 |
|
Investment Management Trust Agreement, dated July 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 10.3 |
|
Registration Rights Agreement, dated July 7, 2021, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 10.4 |
|
Indemnity Agreements, each dated as of July 7, 2021, by and between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 10.5 |
|
Private Placement Warrants Purchase Agreement, dated as of July 7, 2021, by and between the Company, the Sponsor and the representative (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 10.6 |
|
Share Escrow Agreement, dated July 7, 2021, by and among the Company, the Sponsor and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 10.7 |
|
Administrative Services Agreement, dated July 7, 2021, by and between the Company and DJCAAC LLC (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on July 13, 2021). |
| 10.8 |
|
Form of Promissory Note (incorporated by reference to Exhibit 10.3 filed with the Form S-1/A filed by the Registrant on May 17, 2021). |
| 14 |
|
Form
of Code of Ethics (incorporated by reference to Exhibit 14 filed with the Registration Statement on Form S-1/A filed by the
Registrant on May 17, 2021) |
| 31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS* |
|
Inline XBRL Instance Document.
|
| 101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document.
|
| 101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
| 101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
| 101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
| 101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
| 104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101).
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
AGRICO ACQUISITION CORP. |
| Dated: April 1, 2022 |
|
|
By: |
/s/ Brent de Jong |
| |
Name: |
Brent de Jong |
| |
Title: |
Chief Executive Officer and Chairman |
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Brent de Jong |
|
Chief Executive Officer and Chairman |
|
April 1, 2022 |
| Brent de Jong |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Roberto Perez Silva |
|
Chief Financial Officer and Director |
|
April 1, 2022 |
| Roberto Perez Silva |
|
(Principal Accounting and Financial Officer) |
|
|
| |
|
|
|
|
| /s/ John Alexander Baker |
|
Director |
|
April 1, 2022 |
| John Alexander Baker |
|
|
|
|
| |
|
|
|
|
| /s/ Donald C. Hubbard, Jr. |
|
Director |
|
April 1, 2022 |
| Donald C. Hubbard, Jr. |
|
|
|
|
| |
|
|
|
|
| /s/ Christopher J. Ornee |
|
Director |
|
April 1, 2022 |
| Christopher J. Ornee |
|
|
|
|
| |
|
|
|
|
| /s/ Brian Zatarain |
|
Director |
|
April 1, 2022 |
| Brian Zatarain |
|
|
|
|
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