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~~January 221, ~~2022~~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	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
Warrants, each whole warrant exercisable for one Ordinary Share for $1,150 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 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~January 221, ~~2022~~2023, ~~Kalera~~Maria ~~Public~~Sastre ~~Limited~~and ~~Company~~Umur Hursever notified the Board of Directors (the “~~Company~~Board”) ~~held~~of anKalera ~~extraordinary~~plc, ~~general~~a ~~meeting~~public limited company incorporated under the laws of ~~shareholders~~ the Republic of Ireland (the “~~EGM~~Company”)., Asthat ofthey ~~November~~will 8,be ~~2022,~~tendering their resignation as a directors of the ~~record~~Company ~~date~~and ~~for~~as members of its Audit Committee and Talent and Compensation Committee (of which Ms. Sastre was also the ~~EGM,~~Chair) 91on such date,~~877,828~~ ~~ordinary~~to ~~shares~~be ~~were~~effective ~~outstanding~~immediately. Ms. Sastre and Mr. Hurserver were first appointed to the Board in May 2022. Their ~~entitled~~decision to ~~vote~~resign atwas not due to any disagreement with the ~~EGM~~Company on any matter relating to the Company’s operations, policies or practices (financial or otherwise).

The matters voted on at the EGM were: (1) the approval of a reverse stock split (i.e., a consolidation of share capital under Irish law) of the ordinary shares of the Company, nominal value $0.0001 per share (the “Ordinary Shares”), at a ratio of 100-for-1 (the “Reverse Stock Split Proposal”), through which every one hundred Ordinary Shares will be consolidated into a single Ordinary Share, and (2) the approval of the adjournment of the EGM to the extent there are insufficient votes at the EGM to approve the Reverse Stock Split Proposal (the “Adjournment Proposal”).

At the EGM, both of the matters voted on were approved. The final voting results were as follows:

1. The Reverse Stock Split Proposal.

The votes were cast for this matter as follows:

Votes For			Votes Against			Abstentions
29,418,084			4,061,462			1,042,096

2. The Adjournment Proposal.

The votes were cast for this matter as follows:

Votes For			Votes Against			Abstentions
26,695,012			3,778,157			4,048,473

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 December 22, 2022	By:	/s/ Fernando Cornejo
Dated: January 4, 2023
	Name:	Fernando Cornejo
	By:	/s/ Curtis McWilliams
	Title:	Chief Financial Officer
	Name:	Curtis McWilliams
	Title:	Director

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