Statement of Ownership (sc 13g)
15 February 2022 - 7:55AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. N/A)*
Agrico
Acquisition Corp.
(Name
of Issuer)
Class
A ordinary shares, $0.0001 par value per share
(Title
of Class of Securities)
G41089106
(CUSIP Number)
December
31, 2021
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
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*
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The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DJCAAC
LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE
VOTING POWER
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6.
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SHARED
VOTING POWER
3,593,750(1)
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
3,593,750(1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,593,750
(1)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions)
☒(2)
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.8%(3)
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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(1)
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The shares reported above represent
Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date,
as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement
on Form S-1 (File No. 333-255426). DJCAAC LLC is the record holder of the Class B ordinary shares reported herein.
Brent de Jong is the managing member of DJCAAC LLC. Accordingly, Brent de Jong may be deemed to have or share beneficial ownership
of the Class B ordinary shares held directly by DJCAAC LLC.
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(2)
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Excludes 6,171,875 Class A
ordinary shares of the Issuer which may be issued upon the exercise of warrants held by DJCAAC LLC that are not presently exercisable.
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(3)
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The percentage set forth in Row 11 of this Cover Page is based on 14,518,750
Class A ordinary shares of the Issuer outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form
10-Q for the period ended September 30, 2021, filed with the Securities and Exchange Commission on November 15, 2021, and assumes the
conversion of all of the Class B ordinary shares of the Issuer beneficially owned by the Reporting Person as set forth in Row 9.
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1.
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brent
de Jong
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
3,593,750(1)
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
3,593,750(1)
|
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9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,593,750
(1)
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions)
☒(2)
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.8%(3)
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN
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|
(1)
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The shares reported above represent
Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date,
as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement
on Form S-1 (File No. 333-255426). DJCAAC LLC is the record holder of the Class B ordinary shares reported herein.
Brent de Jong is the managing member of DJCAAC LLC. Accordingly, Brent de Jong may be deemed to have or share beneficial ownership
of the Class B ordinary shares held directly by DJCAAC LLC.
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(2)
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Excludes 6,171,875 Class A
ordinary shares of the Issuer which may be issued upon the exercise of warrants held by DJCAAC LLC that are not presently exercisable.
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(3)
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The percentage set forth in Row 11 of this Cover Page is based on 14,518,750
Class A ordinary shares of the Issuer outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form
10-Q for the period ended September 30, 2021, filed with the Securities and Exchange Commission on November 15, 2021, and assumes the
conversion of all of the Class B ordinary shares of the Issuer beneficially owned by the Reporting Person as set forth in Row 9.
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Item
1.
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Agrico
Acquisition Corp., a Cayman Islands exempted company
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(b)
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Address
of Issuer’s Principal Executive Offices
Boundary Hall, Cricket Square,
Grand Cayman, KY1-1102, Cayman Islands
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Item
2.
This
Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities
and persons, all of whom are together referred to herein as the “Reporting Persons”:
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(a)
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Name
of Person Filing:
(i)
DJCAAC LLC
(ii)
Brent de Jong
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DJCAAC
LLC is the record holder of the Class B ordinary shares reported herein. Brent de Jong is the managing member of DJCAAC LLC. Accordingly,
Brent de Jong may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by DJCAAC LLC.
Information
with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for
the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange
Act of 1934, as amended, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission
that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of
any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed.
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(b)
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Address
of the Principal Office or, if none, residence
c/o
Agrico Acquisition Corp.
Boundary
Hall, Cricket Square,
Grand
Cayman, KY1-1102, Cayman Islands
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(c)
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Citizenship
(i)
DJCAAC LLC – Delaware
(ii)
Brent de Jong – United States
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(d)
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Title
of Class of Securities
Class
A ordinary shares, par value $0.0001
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(e)
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CUSIP
Number
G41089106
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Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
N/A
Item
4. Ownership.
The
information required by Items 4(a) - (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person and is incorporated
herein by reference for each such Reporting Person.
Item
5. Ownership of Five Percent or Less of a Class.
N/A
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
N/A
CUSIP
No. G41089106
EXHIBIT
INDEX
CUSIP
No. G41089106
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2022
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DJAAC LLC
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By:
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/s/
Brent de Jong
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Brent de Jong, Managing Member
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BRENT DE JONG
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By:
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/s/
Brent de Jong
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Brent de Jong
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7
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