Item 4.02-Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.

On November 15, 2021, the audit committee of the board of directors of Agrico Acquisition Corp. (the "Company") concluded, after discussion with the Company's management, that the Company's audited balance sheet as of July 12, 2021 filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 21, 2021, should no longer be relied upon due to the restatement of the Company's Class A ordinary shares as temporary equity.

In light of the above, the Company's Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon their re-evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective during the period of time the error described above persisted, due to a material weakness in internal controls over financial reporting in analyzing complex financial instruments. In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the Company's unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Company reflected the restatements in Note 2 of the financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the SEC on November 15, 2021 and accordingly, management believes that the financial statements included in such report present fairly in all material respects the Company's financial position, results of operations and cash flows for the periods presented.

The audit committee discussed the above disclosed matters with the Company's independent registered public accounting firm, Marcum LLP.


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