Current Report Filing (8-k)
June 26 2023 - 5:04PM
Edgar (US Regulatory)
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2023-06-22
2023-06-22
0001909152
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2023-06-22
2023-06-22
0001909152
KAL:WarrantsEachWholeWarrantExercisableForOneOrdinaryShareFor1150.00PerShareMember
2023-06-22
2023-06-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 22, 2023
Kalera
Public Limited Company
(Exact
name of registrant as specified in its charter)
| Republic
of Ireland |
|
001-41439 |
|
Not
Applicable |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Kalera
Public Limited Company
7455
Emerald Dunes Dr., Suite
2100
Orlando,
FL, 32822
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +1 407
559 5536
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| Ordinary
Shares, $0.0001 par value |
|
KALRQ |
|
OTC
Pink Limited |
| |
|
|
|
|
| Warrants,
each whole warrant exercisable for one Ordinary Share for $1,150.00 per share |
|
KALWQ |
|
OTC
Pink Limited |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
8.01 Other Events.
On
June 22, 2023, a petition to wind up Kalera Public Limited Company (“Kalera PLC” or the “Company”) was filed
in the Central Office of the High Court in Ireland on the basis that the Company is insolvent. The petition is due to be heard on July
17, 2023. If a winding up order is made by the High Court, a liquidator will be appointed and this will result in the orderly dissolution of Kalera PLC.
On
April 4, 2023, Kalera PLC’s main and wholly-owned operating subsidiary Kalera, Inc. filed for Chapter 11 in the United States
(the “Chapter 11 Case”) seeking relief under Title 11 of the United States Code (the “Bankruptcy Code”) that
is supervised by the Southern District of Texas.
Kalera
PLC creditors will be entitled to submit their claims to the liquidator (if appointed), but it is anticipated that there will be a significant
deficit in the liquidation.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
KALERA
PUBLIC LIMITED COMPANY |
| Dated
June 26, 2023 |
|
|
| |
By: |
/s/
Fernando Cornejo |
| |
Name: |
Fernando
Cornejo |
| |
Title: |
Chief
Financial Officer |
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