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): December 715, 2022

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	KAL	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share	KALWW	The Nasdaq Stock Market LLC

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 December 15, 2022, Kalera Public Limited Company (the “Company”) convened an extraordinary general meeting of shareholders ~~Announces~~(the ~~Intention~~“EGM”). At that time, there were not present or represented by proxy a sufficient number of the Company’s ordinary shares to ~~Amend~~constitute ~~Class~~a Aquorum. ~~Warrant~~Accordingly, ~~Provision~~the EGM was automatically adjourned as per the Company’s constitution.

~~Kalera~~The ~~Public~~adjourned ~~Limited~~EGM ~~Company~~will ~~(“Kalera”~~reconvene oron ~~the~~December ~~“Company”)~~22, 2022 beginning at 5:00 p.m., Irish time (~~Nasdaq~~12:00 ~~KAL~~p.m., ~~KALWW~~Eastern Time), ~~today~~at ~~announced~~Arthur ~~its~~Cox ~~intention~~LLP, ~~to amend~~10 ~~Section~~Earlsfort Terrace, Dublin 2~~(c)~~, D02 T380, Ireland. The close of ~~its~~business ~~outstanding~~on ~~class~~November A8, ~~warrants~~2022 ~~(each~~will acontinue ~~“Class~~to Abe ~~Warrant”),~~the ~~subject~~record date for the determination of shareholders of the Company entitled to vote at the ~~consent~~EGM. Shareholders of ~~each~~the ~~holder~~Company ~~thereof~~who have previously submitted their ~~(each~~proxy or otherwise voted and who do not want to change their vote do not need to take any action. At the adjourned EGM, any two shareholders of the Company present or represented by proxy will constitute a ~~“Holder”)~~quorum and a majority of the votes cast will be required for the resolutions to pass.

~~Section~~No ~~2(c)~~changes ofhave ~~the~~been ~~Class~~made Ain ~~Warrants provides, among others, that a Holder may effect an “alternative cashless exercise” on or after~~ the ~~one~~proposals ~~hundred (100) day anniversary of the Initial Exercise Date (being October 31, 2022), i.e., as of February 8, 2023, pursuant~~ to ~~which~~ ~~the aggregate number of the Company’s ordinary shares (the “Ordinary Shares”) issuable to such Holder shall equal half of the aggregate number of Ordinary Shares that would~~ be ~~issuable~~voted ~~upon~~on ~~exercise of such Class A Warrant~~ by ~~means~~shareholders ofat athe ~~cash exercise in accordance with its terms~~EGM. The Company ~~intends~~encourages toall ~~amend~~of ~~such~~its ~~provision~~shareholders to ~~permit consenting Holders to exercise their Class A Warrants~~ byread ~~means of an alternative cashless exercise from~~ the ~~date~~Proxy ~~that~~Statement, ~~the~~which ~~Class~~is Aavailable ~~Warrants~~free ~~are~~of socharge ~~amended~~on ~~through to~~ the ~~forty-fourth~~SEC’s ~~(44) day~~website ~~anniversary~~at ~~of the Initial Exercise Date, which is December 14, 2022~~www.sec.gov.

~~Any~~As ~~Holder~~of ~~that~~November ~~amends their Class A Warrants as described above but that does not effect an alternative cashless exercise by December 14~~8, 2022, ~~will maintain their rights to effect an alternative cashless exercise on or after~~ the ~~one~~Company ~~hundred~~had ~~(100) day anniversary of the Initial Exercise Date~~91, ~~i.e.~~877,828 asordinary ofshares ~~February~~issued 8,and ~~2023~~outstanding.

Consent of each Holder of the Class A Warrants is required for the amendment of such Holder’s warrants. Accordingly, any Holder that wishes to amend their Class A Warrants in the manner described above should contact Orlando Gutierrez by way of an email sent to orlando.gutierrez@kalera.com, so that such amendment can be prepared by the Company, and the relevant updated Class A Warrant can be executed to give effect to the change described above.

Contact

Financial Profiles, Inc.

Julie Kegley

jkegley@finprofiles.com

310.622.8246

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.

Dated December 7, 2022	KALERA PUBLIC LIMITED COMPANY
	KALERA PUBLIC LIMITED COMPANY
Dated December 15, 2022
	By:	/s/ Fernando Cornejo
	Name:	Fernando Cornejo
	Title:	Chief Financial Officer

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