Statement of Ownership (sc 13g)
15 February 2022 - 07:55AM
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)
|
* |
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. |
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).
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DJCAAC
LLC
|
|
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
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE
VOTING POWER
|
|
6. |
SHARED
VOTING POWER
3,593,750(1)
|
|
7. |
SOLE
DISPOSITIVE POWER
0
|
|
8. |
SHARED
DISPOSITIVE POWER
3,593,750(1)
|
|
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)
OO
|
|
(1) |
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. |
| (2) |
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. |
| (3) |
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.
|
|
1. |
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)
|
|
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
|
|
(1) |
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. |
| (2) |
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. |
| (3) |
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.
|
Item
1.
|
|
Agrico Acquisition Corp., a
Cayman Islands exempted company |
|
(b) |
Address
of Issuer’s Principal Executive Offices
Boundary Hall, Cricket Square,
Grand Cayman, KY1-1102, Cayman Islands |
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”:
|
|
(a) |
Name
of Person Filing:
(i)
DJCAAC LLC
(ii)
Brent de Jong
|
| |
|
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.
|
| |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence
c/o
Agrico Acquisition Corp.
Boundary
Hall, Cricket Square,
Grand
Cayman, KY1-1102, Cayman Islands
|
| |
|
|
|
|
(c) |
Citizenship
(i)
DJCAAC LLC – Delaware
(ii)
Brent de Jong – United States
|
| |
|
|
|
|
(d) |
Title
of Class of Securities
Class
A ordinary shares, par value $0.0001
|
| |
|
|
|
|
(e) |
CUSIP
Number
G41089106
|
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
| |
DJAAC
LLC |
|
|
|
|
| |
By: |
/s/
Brent de Jong |
| |
|
Brent
de Jong, Managing Member |
| |
|
|
| |
BRENT
DE JONG |
| |
|
|
| |
By: |
/s/
Brent de Jong |
| |
|
Brent
de Jong |
7
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