Item 1.01 Entry into a Material definitive Agreement.





THE MERGER AGREEMENT

On January 30, 2022, Agrico Acquisition Corp., a Cayman Islands exempted company ("Agrico") 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.





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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.





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Representations and Warranties

The Business Combination Agreement contains representations and warranties of Agrico, Kalera, Pubco and Merger Subs, certain of which are qualified by materiality and Material Adverse Effect (as defined in the Business Combination Agreement) and may be further modified and limited by the disclosure schedules. The representations and warranties of Agrico are also qualified by information included in Agrico's public filings, filed or submitted to the SEC on or prior to the date of the Business Combination Agreement (subject to certain exceptions contemplated by the Business Combination Agreement). The representations and warranties made by Agrico, Kalera, Pubco and Merger Subs are customary for similar transactions and generally relate, among other things, to:

? organization, qualification and standing;

? the authorization, performance and enforceability of the Business Combination

Agreement;

? required filings and consents;




 ? absence of conflicts;


 ? capitalization;

? in the case of Agrico and Kalera, financial statements and, in the case of

Agrico, filings with the SEC;

? in the case of Pubco, ownership of Exchange Shares and authorization to issue

the shares underlying the CVRs;

? in the case of Agrico and Kalera absence of certain changes or events;

? compliance with laws;

? in the case of Pubco, certain Pubco activities;

? in the case of Agrico and Kalera, the existence of required permits;




 ? in the case of Kalera, litigation;
. . .

Item 7.01 Regulation FD Disclosure

On January 31, 2022, Agrico and Kalera issued a press release announcing the execution of the Business Combination Agreement. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of the press release.

Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that will be used by Agrico in making presentations to certain existing stockholders of Agrico and other persons with respect to the Business Combination.

The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act , or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.





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Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description
2.1*            Business Combination Agreement, dated as of January 30, 2022, by and
              among Agrico, Kalera, Pubco, Cayman Merger Sub and Lux Merger Sub.
10.1            Sponsor Support Agreement dated January 30, 2022, by and among
              Agrico, Kalera, DJCAAC LLC and certain shareholders of Agrico.
10.2            Company Holders Support Agreement, dated January 30, 2022, by and
              among Agrico, Kalera and certain shareholders of Kalera named
              therein.
10.3            Company Holders Support Agreement, dated January 30, 2022, by and
              among Agrico, Kalera and certain shareholders of Kalera named
              therein.
99.1            Press Release dated January 31, 2022.
99.2            Investor Presentation.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The registrant hereby undertakes to furnish copies of any of

the omitted schedules and exhibits upon request by the U.S. Securities and

Exchange Commission.




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