RICO / Agrico Acquisition Corp - Class A - Documents déposés auprès de la SEC, rapport annuel, procuration

RICO / Agrico Acquisition Corp. Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - AGRICO ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Agrico Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G41089106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate th

Kalera – Update on the proposed business combination of Kalera and Agrico

425 1 form4256242022.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Kalera – Update on the proposed business combination of Kalera and Agrico Orlando, Florida, June 24, 2022 – Reference is made to previous stock exchange announcements publishe

Kalera – Proposed business combination of Kalera and Agrico – Sufficient amount of votes received

425 1 form4256232022.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Kalera – Proposed business combination of Kalera and Agrico – Sufficient amount of votes received Orlando, Florida, June 23, 2022 – Reference is made to previous stock exchang

Kalera – Merger consideration shares

425 1 kalera425612022.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Kalera – Merger consideration shares Orlando, Florida, May 31, 2022 – Reference is made to the previous stock exchange announcements published in connection with the merger b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A 1 agricodefinitiveproxy.htm DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Stateme

Extraordinary general meeting of Kalera shareholders (the “Kalera Special Meeting”) and extraordinary general meeting of Agrico shareholders (the “Agrico Special Meeting” and, together with the Kalera Special Meeting, the “Special Meetings”) to appro

425 1 kalera-425.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Joint Press Release – Kalera and Agrico Announce Effectiveness of Registration Statement, Waiver of Minimum Cash Condition and Extraordinary General Meetings for Proposed Business

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40586 AGRICO ACQ

Kalera provides updates on the Luxembourg and SPAC mergers, including the filing of a US registration statement

425 1 kalera425.htm 425 Filed by Kalera Public Limited Company Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Agrico Acquisition Corp. Commission File No. 333-264422 Commission File No. 001-40586 Kalera provides updates on the Luxembourg and SPAC mergers, including the filing of a US registration statement Orlando, FL April 22, 2022 – Reference is made to the previous stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Amended and Restated Warrant Agreement, dated as of April 20, 2022, by and among Agrico Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 21, 2022).

Exhibit 4.1 AMENDED AND RESTATED WARRANT AGREEMENT This AMENDED AND RESTATED WARRANT AGREEMENT (this ?Agreement?) is made as of April 20, 2022, between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 April 20, 2022 Date of Report (Date of earliest event reported) Agrico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40586 98-1551728 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 ea157820-nt10kagricoacq.htm NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2.50 SEC FILE NUMBER CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40586 AGRICO ACQUISITION CORP. (Exact

Description of Securities

Exhibit 4.5 AGRICO ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Agrico Acquisition Corp., a Cayman Islands exempted company (?we,? ?us,? ?our? or the ?Company?), is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum

F E B R U A R Y 1 7 , 2 0 2 2 This presentation (hereinafter referred to as the "Presentation") has been prepared by Kalera Group ("Kalera" or the "Company”) exclusively for information purposes, and is only directed at, persons to whom such presenta

425 1 ea155886-425agricoacq.htm 425 Filed by Agrico Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Agrico Acquisition Corp. Commission File No. 001-40586 F E B R U A R Y 1 7 , 2 0 2 2 This presentation (hereinafter referred to as the "Presentation") has been prepared by Kalera

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

Exhibit 99.1 CUSIP No. G41089106 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A ordinary shares of Agrico Acquisition Corp. together with any or all amendments thereto, when and if required. The parties hereto further consent and agree

RICO / Agrico Acquisition Corp. Class A / DJCAAC LLC - SCHEDULE 13G Passive Investment

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 t

RICO / Agrico Acquisition Corp. Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Agrico Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (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 pu

RICO / Agrico Acquisition Corp. Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - AGRICO ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Agrico Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 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 th

RICO / Agrico Acquisition Corp. Class A / Hudson Bay Capital Management LP - RICO 13G Passive Investment

SC 13G 1 rico13g.htm RICO 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Agrico Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G41089106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appro

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Filed by Agrico Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Agrico Acquisition Corp. Commission File No. 001-40586 Kalera AS Kalera AS and Agrico Merger Announcement Wednesday, February 2, 2022, 8:00 AM Eastern CORPORATE PARTICIPANTS Curtis McWilliams - Interim Chief Executi

RICO / Agrico Acquisition Corp. Class A / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Agrico Acquisition Corp. (Name of Issuer) Ordinary shares, par value $0.0001 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

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EX-99.1 6 ea154658ex99-1agricoacq.htm PRESS RELEASE DATED JANUARY 31, 2022 Exhibit 99.1 Kalera to Go Public on NASDAQ through Merger with Agrico Acquisition Corp. ● Transaction to result in Kalera becoming a publicly listed company on NASDAQ and delisting from Euronext Growth Oslo exchange during Q2 2022. ● This all-stock transaction creates a combined company with an equity value of approximately

I N V E ST O R P R E S E N T A T I O N F E B R U AR Y 2022 I M PO RT A N T I N F O R M A T I O N This Presentation and its appendices(hereinafter referred to as the "Presentation") has been prepared by Kalera AS ("Kalera" or the "Company", and togeth

Exhibit 99.2 I N V E ST O R P R E S E N T A T I O N F E B R U AR Y 2022 I M PO RT A N T I N F O R M A T I O N This Presentation and its appendices(hereinafter referred to as the "Presentation") has been prepared by Kalera AS ("Kalera" or the "Company", and together with its subsidiaries the "Group"). This Presentation hasbeenprepared exclusively for information purposes and does not constitute an

Business Combination Agreement, dated as of January 30, 2022, by and among Agrico, Kalera, Pubco, Cayman Merger Sub and Lux Merger Sub.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among AGRICO ACQUISITION CORP. as Purchaser, KALERA AS, as the Company, FIGGREEN LIMITED, as Holdco, KALERA CAYMAN MERGER SUB as Cayman Merger Sub, AND KALERA LUXEMBOURG MERGER SUB SARL, in process of incorporation and represented by its sole founder, as Lux Merger Sub Dated as of January 30, 2022 Table of Contents Page Article I

Company Holders Support Agreement, dated January 30, 2022, by and among Agrico, Kalera and certain shareholders of Kalera named therein.

Exhibit 10.3 Execution Version COMPANY HOLDERS SUPPORT AGREEMENT This Company Holders Support Agreement (this ?Agreement?), dated as of January 30, 2022, is entered into by and among Agrico Acquisition Corp., a Cayman Islands corporation (?Acquiror?), Kalera AS, a Norwegian private limited liability company (the ?Company?) and certain of the shareholders of the Company, whose names appear on the s

Company Holders Support Agreement, dated January 30, 2022, by and among Agrico, Kalera and certain shareholders of Kalera named therein.

Exhibit 10.2 Execution Version company holders SUPPORT AGREEMENT This Company Holders Support Agreement (this ?Agreement?), dated as of January 30, 2022, is entered into by and among Agrico Acquisition Corp., a Cayman Islands corporation (?Acquiror?), Kalera AS, a Norwegian private limited liability company (the ?Company?) and certain of the shareholders of the Company, whose names appear on the s

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 February 3, 2022 (January 30, 2022) Date of Report (Date of earliest event reported

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 February 3, 2022 (January 30, 2022) Date of Report (Date of earliest event reported) Agrico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40586 98-1551728 (State or other jurisdiction of

Sponsor Support Agreement dated January 30, 2022, by and among Agrico, Kalera, DJCAAC LLC and certain shareholders of Agrico.

Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of January 30, 2022 by and among DJCAAC LLC, a Delaware limited liability company (?Sponsor?), Agrico Acquisition Corp., a Cayman Islands exempted company (?Purchaser?), Kalera AS, a Norwegian private limited liability company (together with its successors, the ?Company?).

Kalera Holders Support Agreement, by and among Kalera AS and the holders party thereto (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Agrico Acquisition Corp. on February 3, 2022 - File No. 001-40586).

Exhibit 10.3 Execution Version COMPANY HOLDERS SUPPORT AGREEMENT This Company Holders Support Agreement (this ?Agreement?), dated as of January 30, 2022, is entered into by and among Agrico Acquisition Corp., a Cayman Islands corporation (?Acquiror?), Kalera AS, a Norwegian private limited liability company (the ?Company?) and certain of the shareholders of the Company, whose names appear on the s

Sponsor Support Agreement, dated as of January 30, 2022, by and among DJCAAC LLC, Agrico Acquisition Corp. and Kalera AS (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Agrico Acquisition Corp. on February 3, 2022 - File No. 001-40586).

Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of January 30, 2022 by and among DJCAAC LLC, a Delaware limited liability company (?Sponsor?), Agrico Acquisition Corp., a Cayman Islands exempted company (?Purchaser?), Kalera AS, a Norwegian private limited liability company (together with its successors, the ?Company?).

Business Combination Agreement, dated as of January 30, 2022, by and among Agrico Acquisition Corp., Kalera AS, Figgreen Limited, Kalera Cayman Merger Sub and Kalera Luxembourg Merger Sub SARL (incorporated by reference to exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on February 4, 2022).

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among AGRICO ACQUISITION CORP. as Purchaser, KALERA AS, as the Company, FIGGREEN LIMITED, as Holdco, KALERA CAYMAN MERGER SUB as Cayman Merger Sub, AND KALERA LUXEMBOURG MERGER SUB SARL, in process of incorporation and represented by its sole founder, as Lux Merger Sub Dated as of January 30, 2022 Table of Contents Page Article I

Kalera Holders Support and Lock-Up Agreement, by and among Kalera AS and the holders party thereto (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Agrico Acquisition Corp. on February 3, 2022 - File No. 001-40586).

Exhibit 10.2 Execution Version company holders SUPPORT AGREEMENT This Company Holders Support Agreement (this ?Agreement?), dated as of January 30, 2022, is entered into by and among Agrico Acquisition Corp., a Cayman Islands corporation (?Acquiror?), Kalera AS, a Norwegian private limited liability company (the ?Company?) and certain of the shareholders of the Company, whose names appear on the s

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 February 3, 2022 (January 30, 2022) Date of Report (Date of earliest event reported) Agrico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40586 98-1551728 (State or other jurisdiction of

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Exhibit 99.1 Kalera to Go Public on NASDAQ through Merger with Agrico Acquisition Corp. ? Transaction to result in Kalera becoming a publicly listed company on NASDAQ and delisting from Euronext Growth Oslo exchange during Q2 2022. ? This all-stock transaction creates a combined company with an equity value of approximately $375 million on a fully diluted pro forma basis, assuming no redemptions f

I N V E ST O R P R E S E N T A T I O N F E B R U AR Y 2022 I M PO RT A N T I N F O R M A T I O N This Presentation and its appendices(hereinafter referred to as the "Presentation") has been prepared by Kalera AS ("Kalera" or the "Company", and togeth

Exhibit 99.2 I N V E ST O R P R E S E N T A T I O N F E B R U AR Y 2022 I M PO RT A N T I N F O R M A T I O N This Presentation and its appendices(hereinafter referred to as the "Presentation") has been prepared by Kalera AS ("Kalera" or the "Company", and together with its subsidiaries the "Group"). This Presentation hasbeenprepared exclusively for information purposes and does not constitute an

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Filed by Agrico Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Agrico Acquisition Corp. Commission File No. 001-40586 Kalera to Go Public on NASDAQ through Merger with Agrico Acquisition Corp. ? Transaction to result in Kalera becoming a publicly listed company on NASDAQ and de

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 November 19, 2021 (November 15, 2021) Date of Report (Date of earliest event reported) Agrico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40586 98-1551728 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40586 AGRICO ACQUI

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 November 5, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Keira Nakada Lyn Shenk Re: Agrico Acquisition Corp. Form 8-K Filed July 21, 2021 File No. 001-40586 Dear Ms. Nakada and Ms. Shenk: On behalf of Agrico Acquisition Corp. (the “Comp

Provisions in the Warrant Agreement

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 September 17, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Keira Nakada Lyn Shenk Re: Agrico Acquisition Corp. Form 8-K Filed July 21, 2021 File No. 001-40586 Dear Ms. Nakada and Ms. Shenk: On behalf of Agrico Acquisition Corp. (the “Co

Loeb & Loeb LLP

CORRESP 1 filename1.htm Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 September 9, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Keira Nakada Lyn Shenk Re: Agrico Acquisition Corp. Form 8-K Filed July 21, 2021 File No. 001-40586 Dear Ms. Nakada and Ms. Shenk: On behalf of Agrico Acq

Space Summit Capital LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Agrico Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) G41089122 (CUSIP Number) August 12, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40586 AGRICO ACQUISITIO

RICO / Agrico Acquisition Corp. Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - AGRICO ACQUISITION CORP. Passive Investment

SC 13G 1 p21-1816sc13g.htm AGRICO ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Agrico Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G41089122** (CUSIP Number) July 12, 2021 (Date of event which requires filing of this state

AGRICO ACQUISITION CORP. Index to Financial Statement

Exhibit 99.1 AGRICO ACQUISITION CORP. Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-1 Balance Sheet as of July 12, 2021 F-2 Notes to Financial Statement F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Agrico Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying ba

Financial Statements and Exhibits, Other Events

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 July 12, 2021 Date of Report (Date of earliest event reported) Agrico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40586 98-1551728 (State or other jurisdiction of incorporation) (Commis

Saba Capital Management, L.P. - FORM SC 13G

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Agrico Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G41089122 (CUSIP Number) July 8, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

Agrico Investment Management Trust Agreement (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Agrico Acquisition Corp. on July 13, 2021 - File No. 001-40586).

EX-10.2 6 ea144037ex10-2agricoacq.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED JULY 7, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 7, 2021 by and between Agrico Acquisition Corp., a Cayman Islands exempted company

Agrico Acquisition Corp. Announces Pricing of $125 Million Initial Public Offering

Exhibit 99.1 Agrico Acquisition Corp. Announces Pricing of $125 Million Initial Public Offering Houston, Texas , July 07, 2021 (GLOBE NEWSWIRE) - Agrico Acquisition Corp. (the ?Company?), a newly organized blank check company incorporated as a Cayman Islands exempted company and led by Chairman and CEO Brent de Jong, today announced the pricing of its initial public offering of 12,500,000 units at

Share Escrow Agreement, dated July 7, 2021, by and among the Company, DJCAAC LLC and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.6 of Agrico Acquisition Corp.’s Current Report on Form 8 K filed with the SEC on July 13, 2021)

Exhibit 10.6 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of July 7, 2021 (?Agreement?), by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the ?Company?), the individuals and entities listed on the signature pages hereto (each, an ?Initial Shareholder? and, collectively, the ?Initial Shareholders?) and Continental Stock Transfer & Trust Company, LLC, a New York l

Agrico Letter Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Agrico Acquisition Corp. on July 13, 2021 - File No. 001-40586).

Exhibit 10.1 July 7, 2021 Agrico Acquisition Corp. Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands Maxim Group LLC 405 Lexington Ave 2nd Floor New York, NY 10174 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Agr

Warrant Agreement, dated July 7, 2021, by and between Agrico Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Agrico Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on July 13, 2021).

EX-4.1 4 ea144037ex4-1agricoacq.htm WARRANT AGREEMENT, DATED JULY 7, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of July 7, 2021 between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman

Private Placement Warrants Purchase Agreement, dated as of July 7, 2021, by and between the Company, the Sponsor and the representative

Exhibit 10.5 July 7, 2021 Ladies and Gentlemen: Agrico Acquisition Corp. (?Corporation?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Securities Act?), in connection with its initial public offering to be lead-managed by Maxim Group LLC (?IP

Agrico Acquisition Corp. Announces Closing of $143,750,000 Initial Public Offering, Including Full Exercise of Underwriters’ Over-Allotment Option

EX-99.2 13 ea144037ex99-2agricoacq.htm PRESS RELEASE DATED JULY 12, 2021 Exhibit 99.2 Agrico Acquisition Corp. Announces Closing of $143,750,000 Initial Public Offering, Including Full Exercise of Underwriters’ Over-Allotment Option Houston, Texas , July 12, 2021 (GLOBE NEWSWIRE) - Agrico Acquisition Corp. (the “Company”), a newly organized blank check company incorporated as a Cayman Islands exem

Underwriting Agreement, dated July 7, 2021, by and between

Exhibit 1.1 12,500,000 UNITS AGRICO ACQUISITION CORP. UNDERWRITING AGREEMENT July 7, 2021 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Agrico Acquisition Corp., a Cayman Islands exempted company (?Company?), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to a

Agrico Registration Rights Agreement (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Agrico Acquisition Corp. on July 13, 2021 - File No. 001-40586).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of July 7, 2021, by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (or their designees) (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Invest

Indemnity Agreements, each dated as of July 7, 2021, by and between Agrico Acquisition Corp. and each of the officers and directors of Agrico Acquisition Corp. (incorporated by reference to Exhibit 10.4 of Agrico Acquisition Corp.’s Current Report on Form 8 K filed with the SEC on July 13, 2021).

Exhibit 10.4 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of July 7, 2021 (?Agreement?), by and between Agrico Acquisition Corp., a Cayman Islands exempted company (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for

Administrative Services Agreement, dated July 7, 2021, by and between the Company and DJCAAC LLC

Exhibit 10.7 Agrico Acquisition Corp. Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands July 7, 2021 De Jong Capital LLC Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands Attn: Brent de Jong Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Agrico Acquisition Corp. (the ?Company?) and De Jong Capital LLC (?De Jong

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 July 7, 2021 Date of Report (Date of earliest event reported) Agrico Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 333- 255426 98-1551728 (State or other jurisdiction of incorporation) (Commi

to Agrico Acquisition Corp.’s Current Report on Form 8-K filed on July 13, 2021 - File No. 001-40586).

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Agrico Acquisition Corp. (ROC #364844) (the “Company”) TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 7 July 2021 and effective on 7 July 2021, the following special resolution was passed: 1 Adoption of Amended and Restated Memorandum and Articles of

$125,000,000 Agrico Acquisition Corp. 12,500,000 Units

Filed Pursuant to Rule 424(b)(8) Registration No. 333-255426 PROSPECTUS $125,000,000 Agrico Acquisition Corp. 12,500,000 Units Agrico Acquisition Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AGRICO ACQUISITION CORP. (Exact Name of Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AGRICO ACQUISITION CORP.

[Signature Page Follows]

July 2, 2021 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Agrico Acquisition Corp. Registration Statement on Form S-1 File No. 333-255426 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the und

Agrico Acquisition Corp. Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands

Agrico Acquisition Corp. Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands July 2, 2021 VIA EDGAR & TELECOPY Division of Corporation Finance Office of Trade and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Agrico Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 (File No. 333-255426) (the ?Registration Statement?)

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2021 between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New

As filed with the U.S. Securities and Exchange Commission on June 25, 2021.

As filed with the U.S. Securities and Exchange Commission on June 25, 2021. Registration No. 333-255426 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRICO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1551728 (State or other jurisdiction

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 June 25, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Lilyanna Peyser Daniel Morris Re: Agrico Acquisition Corp. Registration Statement on Form S-1 Filed on May 17, 2021 File No. 333-255426 Dear Ms. Peyser: On behalf of Agrico Acquisiti

Specimen Warrant Certificate of Agrico Acquisition Corp. (Incorporated by reference to Exhibit 4.3 to the Form S-1 filed by Agrico Acquisition Corp. on May 17, 2021 - File No. 333-255426).

Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS AGRICO ACQUISITION CORP. CUSIP 00851V 119 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”) of Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), expiring at 5:00

Consent of Brian Zatarain

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Agrico Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Agrico Acquis

Specimen Ordinary Share Certificate of Agrico Acquisition Corp. (Incorporated by reference to Exhibit 4.2 to the Form S-1 filed by Agrico Acquisition Corp. on May 17, 2021 - File No. 333-255426).

EX-4.2 6 fs12021a1ex4-2agricoacq.htm SPECIMEN ORDINARY SHARE CERTIFICATE Exhibit 4.2 NUMBER SHARES C AGRICO ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 00851V 101 is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF AGRICO ACQUISITION CORP. transferable

Compensation committee charter.

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF AGRICO ACQUISITION CORP. I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Agrico Acquisition Corp. (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s chief exe

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF AGRICO ACQUISITION CORP. Auth Code: D85250839425 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF AGRICO ACQUISITION CORP. 1 The name of the Company is Agrico Acquisition Corp. 2 The R

Form of Registration Rights Agreement.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Company desi

Code of Ethics.

Exhibit 14 AGRICO ACQUISITION CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Agrico Acquisition Corp. (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the intent to: ● promote honest a

Form of Underwriting Agreement.

Exhibit 1.1 12,500,000 UNITS AGRICO ACQUISITION CORP. UNDERWRITING AGREEMENT , 2021 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Agrico Acquisition Corp., a Cayman Islands exempted company (?Company?), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as ?you

Form of Administrative Support Agreement between the Registrant and De Jong Capital LLC.

Exhibit 10.8 Agrico Acquisition Corp. Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands [], 2021 De Jong Capital LLC Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands Attn: Brent de Jong Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Agrico Acquisition Corp. (the “Company”) and De Jong Capital LLC (“De Jong Capi

Form of Share Escrow Agreement.

Exhibit 10.7 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of , 2021 (?Agreement?), by and among Agrico Acquisition Corp., a Cayman Islands exempted company (the ?Company?), the individuals and entities listed on the signature pages hereto (each, an ?Initial Shareholder? and, collectively, the ?Initial Shareholders?) and Continental Stock Transfer & Trust Company, LLC, a New York limited

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AGRICO ACQUISITION CORP. (adopted by Special Resolution dated [ ] May 2021 and effective on [ ] May 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AGRICO ACQU

Private Placement Warrants Purchase Agreement between the Registrant and DJCAAC LLC.

Exhibit 10.6 [●], 2021 Ladies and Gentlemen: Agrico Acquisition Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering to be lead-managed by Maxim Group LLC (“IPO”)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 12 fs12021a1ex10-2agricoacq.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), and C

Form of Indemnification Agreement.

Exhibit 10.10 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [?], 2021 (?Agreement?), by and between Agrico Acquisition Corp., a Cayman Islands exempted company (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for l

Form of Promissory Note (incorporated by reference to Exhibit 10.3 filed with the Form S-1/A filed by the Registrant on May 17, 2021).

Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Agrico Acquisition Corp., a Cayman Islands exempted company, with offices at Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New

Forfeiture Agreement between the Registrant and DJCAAC LLC.

Exhibit 10.9 FORFEITURE AGREEMENT This Forfeiture Agreement (this “Agreement”) is entered into as of April 5, 2021, by and between DJCAAC LLC (the “Transferor”) and Agrico Acquisition Corp. (the “Transferee”). RECITALS WHEREAS, the Transferor desires to transfer 1,406,250 ordinary shares, $0.0001 par value (the “Shares”), of the Transferee back to the Transferee for cancellation at no cost. NOW, T

Form of Letter Agreement from each of the Registrant’s sponsor, initial shareholders, officers and directors.

Exhibit 10.1 [ , 2021] Agrico Acquisition Corp. Boundary Hall, Cricket Square Grand Cayman, KY1-1102, Cayman Islands Maxim Group LLC 405 Lexington Ave 2nd Floor New York, NY 10174 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Agrico

Subscription Agreement dated January 22, 2021 between the Registrant and DJCAAC LLC.

Exhibit 10.5 SUBSCRIPTION AGREEMENT TO: The Directors of Agrico Acquisition Corp. (the ?Company?). The undersigned hereby subscribes for 5,000,000 Class B ordinary shares (the ?Shares?) of the Company. In consideration of the issuance of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company. The undersigned agrees to take the Shares subject to the Memorandum and Ar

Audit committee charter.

Exhibit 99.1 Adopted: , 2021 AUDIT COMMITTEE CHARTER OF AGRICO ACQUISITION CORP. Purpose The purposes of the Audit Committee (the ?Audit Committee?) of the Board of Directors (?Board?) of Agrico Acquisition Corp. (?Company?) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor?s qualifications

As filed with the U.S. Securities and Exchange Commission on May 17, 2021.

As filed with the U.S. Securities and Exchange Commission on May 17, 2021. Registration No. 333-255426 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No.1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRICO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1551728 (State or other jurisdiction o

Nominating and corporate governance committee charter.

EX-99.3 25 fs12021a1ex99-3agricoacq.htm NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Exhibit 99.3 Adopted: , 2021 NOMINATING COMMITTEE CHARTER OF AGRICO ACQUISITION CORP. The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Agrico Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this c

Specimen Unit Certificate of Agrico Acquisition Corp. (Incorporated by reference to Exhibit 4.1 to the Form S-1 filed by Agrico Acquisition Corp. on May 17, 2021 - File No. 333-255426).

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS AGRICO ACQUISITION CORP. CUSIP 00851V 200 UNITS CONSISTING OF ORDINARY SHARE AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) ordinary share, par value $0.0001 (“Ordinary Share”), of Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), and one-half of

Consent of Christopher J. Ornee

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Agrico Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Agrico Acquis

Consent of Donald C. Hubbard, Jr.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Agrico Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Agrico Acquis

Power of Attorney (included on signature page of the Registration Statement filed on April 22, 2021).

As filed with the U.S. Securities and Exchange Commission on April 21, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRICO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1551728 (State or other jurisdiction of incorporation or orga

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 April 21, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Daniel Morris Lilyanna Peyser Re: Agrico Acquisition Corp. Draft Registration Statement on Form S-1 Filed February 18, 2021 CIK No. 0001842219 Dear Mr. Morris: On behalf of Agrico A

Confidentially submitted to the Securities and Exchange Commission on February 18, 2021 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confide

Confidentially submitted to the Securities and Exchange Commission on February 18, 2021 This draft registration statement has not been publicly filed with the U.