The accompanying notes
are an integral part of these condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
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 March
31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 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 this
offering (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.
Merger
Agreement
On January
30, 2022, the Company 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 (the “Agrico Ordinary Shares”) to Pubco (the “Agrico Share Issuance”) and the holders of Agrico
Ordinary Shares will receive shares in the capital of Pubco and holders of warrants of Agrico (the “Agrico Warrants”) 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 (the “Agrico Class A Ordinary Shares”) 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 (the “Agrico
Class B Ordinary Shares”) 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.
Liquidity,
Capital Resources and Going Concern Consideration
As of March
31, 2022, the Company had $288,426 in cash and a working capital of $81,284. The Company’s liquidity needs up to March 31, 2022
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 March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans.
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification
Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has until July 12, 2022, to consummate
an initial business combination. It is uncertain that the Company will be able to consummate an initial business combination by this time.
If an initial business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of
the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one
year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation,
should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s
ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company
be required to liquidate after July 12, 2022.
These unaudited
condensed 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
is continuing to evaluate the impact of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably
possible that it 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 unaudited condensed financial statements. The
unaudited condensed 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
unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and
Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote
disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted,
pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying
unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the audited
financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 1, 2022. The
interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending
December 31, 2022 or for any future interim periods.
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 unaudited condensed 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 unaudited condensed 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 unaudited
condensed financial statements 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 March 31, 2022 and December 31, 2021.
Marketable
Securities Held in Trust Account
At March 31,
2022, the assets held in the Trust Account of $146,651,498 was held in marketable securities which are reported at fair market value.
The Company’s portfolio of marketable securities held in the Trust Account is comprised of U.S. government securities, within the
meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market
funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value
of these securities is included in gain on marketable securities held in Trust Account. The estimated fair values of the marketable securities
held in the Trust Account are determined using available market information.
As of December
31, 2021, investment in the Company’s Trust Account consisted of $396 in cash and $146,644,279 in U.S. Treasury Securities. All
of the U.S. Treasury Securities will mature on February 24, 2022. The Company classified its U.S. 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 held until maturity. Held-to-maturity treasury securities are recorded at amortized
cost and adjusted for the amortization or accretion of premiums of discounts. The carrying value approximates the fair value due to its
short-term maturity. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities at 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 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 loss per ordinary share is computed by dividing net 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
loss per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net 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 three months ended March 31, |
|
|
|
2022 |
|
|
2021 |
|
|
|
Class A |
|
|
Class B |
|
|
Class A |
|
|
Class B |
|
Basic and diluted net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss |
|
$ |
(304,235 |
) |
|
$ |
(75,306 |
) |
|
$ |
— |
|
|
$ |
— |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding including ordinary shares subject to redemption (1) |
|
|
14,518,750 |
|
|
|
3,593,750 |
|
|
|
— |
|
|
|
2,291,667 |
|
Basic and diluted net loss per share |
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
|
$ |
— |
|
|
$ |
— |
|
| (1) | As of March 31, 2021, excludes up to 468,750 shares subject to forfeiture to the extent that the underwriter’s over-allotment option
is not exercised in full or in part. 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. |
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 sheets, 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 March 31, 2022
and 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’ deficit section of our balance sheets.
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 March
31, 2022 and December 31, 2021, the ordinary shares reflected on the balance sheets 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 unaudited condensed 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 March 31, 2022 and December 31, 2021, 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”).
In addition, 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 March 31, 2022 and 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 March 31, 2022 and December 31, 2021, there is $0 and $73,795 due
to related party, respectively.
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 March
31, 2022 and December 31, 2021, 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 three
months ended March 31, 2022 and March 31, 2021, $30,000 and $0 had been charged to operating expenses, respectively.
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.
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.
Note
7 — Shareholders’ Deficit
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 March 31, 2022 and December 31, 2021, 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 March 31, 2022 and December 31, 2021, there were 143,750 Class A ordinary shares issued and
outstanding, excluding 14,375,000 Class A ordinary shares subject to redemption.
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. 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 March 31, 2022 and December 31, 2021, there were 3,593,750
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 March 31, 2022, and December 31, 2021, there were 7,187,500 public warrants and 7,250,000 private placement
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 — Fair Value Measurements
The Company
follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting
period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair
value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have
received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
|
Level 3: |
Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following
table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and
December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description |
|
Level |
|
|
March 31,
2022 |
|
Asset: |
|
|
|
|
|
|
Marketable securities held in Trust Account |
|
|
1 |
|
|
$ |
146,651,498 |
|
Note
9 — Subsequent Events
The Company
evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial
statements were issued. Based upon this review, other than the subsequent event discussed below, the Company did not identify any other
subsequent events that would have required adjustment or disclosure in the financial statements.
On April
20, 2022, the Company entered into an amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”)
to amend and restate the warrant agreement, dated July 7, 2021 (the “Original Agreement”), by and between the Company and
Continental Stock Transfer & Trust Company, a New York limited purpose trust company, in order to correct certain omitted language
and other typographical errors found in the Original Agreement. In particular, the Amended and Restated Warrant Agreement clarifies that
the Company’s private warrants and working capital warrants, if any, are identical to the public warrants that were included as
part of the units sold in the Company’s initial public offering.