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Agrico Acquisition Corp. - RICO

  • Commons

    $10.04

    +0.00%

    RICO Vol: 524.0

  • Warrants

    $0.54

    +10.16%

    RICOW Vol: 46.0

  • Units

    $10.25

    +0.16%

    RICOU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 181.8M
Average Volume: 53.2K
52W Range: $9.87 - $10.10
Weekly %: -0.10%
Monthly %: +0.20%
Inst Owners: 1

Info

Target: Searching
Days Since IPO: 149
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half (1/2) of one redeemable warrant
Trust Size: 12500000.0M

Management

Officers and Directors; We will have five directors upon completion of this offering Our amended and restated memorandum and articles of association will provide that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preference shares, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares entitled to vote generally in the appointment of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our memorandum and articles of association provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. 95 Table of Contents Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Baker and Hubbard are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. 96 Table of Contents Audit Committee Effective as of the date of this prospectus, we will establish an audit committee of the board of directors. Messrs. Baker and Hubbard will serve as members of our audit committee, and Mr. Ornee will chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Baker and Hubbard meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Ornee qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Effective as of the date of this prospectus, we will establish a compensation committee of the board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Messrs. Baker and Hubbard will serve as members of our compensation committee, all of whom are independent. Mr. Baker will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers’ compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; • reviewing on an annual basis our executive compensation policies and plans; 97 Table of Contents • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $10,000 per month, for 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time), for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee Effective as of the date of this prospectus, we will establish a nominating and corporate governance committee of the board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the nominating and corporate governance committee, all of whom must be independent. Messrs. Baker and Hubbard will serve as members of our nominating and corporate governance committee, all of whom are independent. Mr. Hubbard will chair the compensation committee. The nominating and corporate governance committee will consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Code of Ethics Effective as of the date of this prospectus, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement of which this prospectus is a part. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will 98 Table of Contents be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See the section of this prospectus entitled “Where You Can Find Additional Information.” Conflicts of Interest Members of our management team do not have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as a director or officer of the company. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our officers and directors have agreed not to participate in the formation of, or become an officer or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) after the closing of this offering. Potential investors should also be aware of the following other potential conflicts of interest: • None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. • In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. • Our initial shareholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants (and the underlying ordinary shares) will expire worthless. Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under the section of this prospectus entitled “Principal Shareholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after our initial business combination, the founder shares will no longer be subject to such transfer restrictions. With certain limited exceptions, the private placement warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ord

Holder Stats

1 0
% of Shares Held by All Insider 0.00%
% of Shares Held by Institutions 8.71%
% of Float Held by Institutions 8.71%
Number of Institutions Holding Shares 1

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-16 Schonfeld Strategic Advisors LLC 95,001 $950,000 0.0% 0 0.525%
2021-11-16 Oaktree Capital Management LP 200,000 $2,000,000 0.0% 0 1.104%
2021-11-16 Beryl Capital Management LLC 362,986 $3,630,000 0.3% 0 2.004%
2021-11-16 CNH Partners LLC 228,397 $2,290,000 0.1% 0 1.261%
2021-11-16 CVI Holdings LLC 600,000 $6,010,000 0.4% 0 3.313%
2021-11-15 TENOR CAPITAL MANAGEMENT Co. L.P. 120,000 $1,200,000 0.0% 0 0.663%
2021-11-15 Polar Asset Management Partners Inc. 1,100,000 $11,010,000 0.1% 0 6.073%
2021-11-15 Rivernorth Capital Management LLC 11,198 $110,000 0.0% 0 0.062%
2021-11-15 Berkley W R Corp 521,712 $5,220,000 0.4% 0 2.880%
2021-11-15 Marshall Wace LLP 82,500 $830,000 0.0% 0 0.455%
2021-11-15 Hudson Bay Capital Management LP 1,196,630 $11,980,000 0.2% 0 6.607%
2021-11-15 HighTower Advisors LLC 30,204 $300,000 0.0% 0 0.167%
2021-11-15 Highbridge Capital Management LLC 1,361,351 $13,630,000 0.4% 0 7.516%
2021-11-12 GABELLI & Co INVESTMENT ADVISERS INC. 54,000 $540,000 0.1% 0 0.298%
2021-11-12 Gabelli Funds LLC 66,000 $660,000 0.0% 0 0.364%
2021-11-12 Periscope Capital Inc. 374,800 $3,750,000 0.1% 0 2.069%
2021-11-12 Wolverine Asset Management LLC 161,988 $1,620,000 0.0% 0 0.894%
2021-11-09 ATW Spac Management LLC 425,000 $4,250,000 0.8% 0 2.347%
2021-10-28 Mizuho Securities USA LLC 344,875 $3,430,000 0.4% 0 1.904%

SEC Filings

Form Type Form Description Filing Date Document Link
8-K CURRENT REPORT 2021-11-19 https://www.sec.gov/Archives/edgar/data/1842219/000121390021060922/ea151116-8k_agrico.htm
10-Q QUARTERLY REPORT 2021-11-15 https://www.sec.gov/Archives/edgar/data/1842219/000121390021059442/f10q0921_agricoacq.htm
10-Q QUARTERLY REPORT 2021-08-20 https://www.sec.gov/Archives/edgar/data/1842219/000121390021044040/f10q0621_agricoacquis.htm
SC 13G SC 13G 2021-08-20 https://www.sec.gov/Archives/edgar/data/1842219/000110465921108092/tm2125604d2_sc13g.htm
SC 13G AGRICO ACQUISITION CORP. 2021-07-22 https://www.sec.gov/Archives/edgar/data/1842219/000090266421003630/p21-1816sc13g.htm
8-K CURRENT REPORT 2021-07-21 https://www.sec.gov/Archives/edgar/data/1842219/000121390021037959/ea144332-8k_agricoacq.htm
SC 13G FORM SC 13G 2021-07-16 https://www.sec.gov/Archives/edgar/data/1842219/000106299321006585/formsc13g.htm
8-K CURRENT REPORT 2021-07-13 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036705/ea144037-8k_agricoacq.htm
424B8 PROSPECTUS 2021-07-12 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036406/f424b80721_agricoacq.htm
3 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036077/xslF345X02/ownership.xml
CERT 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842219/000135445721000766/8A_cert_RICO.pdf
3 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036075/xslF345X02/ownership.xml
3 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036073/xslF345X02/ownership.xml
3 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036069/xslF345X02/ownership.xml
3 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036067/xslF345X02/ownership.xml
3 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036063/xslF345X02/ownership.xml
3 2021-07-08 https://www.sec.gov/Archives/edgar/data/1842219/000121390021036061/xslF345X02/ownership.xml
EFFECT 2021-07-07 https://www.sec.gov/Archives/edgar/data/1842219/999999999521002662/xslEFFECTX01/primary_doc.xml
8-A12B CURRENT REPORT 2021-07-07 https://www.sec.gov/Archives/edgar/data/1842219/000121390021035961/ea143824-8a12b_agricoacq.htm
CORRESP 2021-07-02 https://www.sec.gov/Archives/edgar/data/1842219/000121390021035547/filename1.htm
CORRESP 2021-07-02 https://www.sec.gov/Archives/edgar/data/1842219/000121390021035537/filename1.htm
S-1/A AMENDMENT NO. 2 TO FORM S-1 2021-06-28 https://www.sec.gov/Archives/edgar/data/1842219/000121390021034314/fs12021a2_agricoacq.htm
CORRESP 2021-06-25 https://www.sec.gov/Archives/edgar/data/1842219/000121390021034315/filename1.htm
UPLOAD 2021-05-26 https://www.sec.gov/Archives/edgar/data/1842219/000000000021006597/filename1.pdf
S-1/A REGISTRATION STATEMENT 2021-05-17 https://www.sec.gov/Archives/edgar/data/1842219/000121390021026900/fs12021a1_agricoacq.htm
S-1 REGISTRATION STATEMENT 2021-04-22 https://www.sec.gov/Archives/edgar/data/1842219/000121390021022497/fs12021_agricoacquisition.htm
CORRESP 2021-04-21 https://www.sec.gov/Archives/edgar/data/1842219/000121390021022498/filename1.htm
UPLOAD 2021-03-18 https://www.sec.gov/Archives/edgar/data/1842219/000000000021003249/filename1.pdf
DRS 2021-02-18 https://www.sec.gov/Archives/edgar/data/1842219/000121390021010283/filename1.htm