الإحصائيات الأساسية
| CIK | 1832950 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Kernel Group Holdings, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| November 14, 2024 |
KRNL / Kernel Group Holdings, Inc. / Antara Capital LP Passive Investment SC 13G/A 1 formsc13ga-kernel.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kernel Group Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G5259L103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Chec |
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| November 14, 2024 |
KRNL / Kernel Group Holdings, Inc. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-krnl093024a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kernel Group Holdings, Inc. (Name of Issuer) Class A ordinary shares, par value $0.0001 per shares (Title of Class of Securities) G5259L103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this |
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| November 13, 2024 |
SC 13G/A 1 krnla1111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kernel Group Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) G5259L103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appr |
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| November 12, 2024 |
KRNL / Kernel Group Holdings, Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kernel Group Holdings Inc (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5259L103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| August 5, 2024 |
Kernel Group Holdings, Inc Will Redeem Public Shares Exhibit 99.1 Kernel Group Holdings, Inc Will Redeem Public Shares New York, August 5, 2024 – Kernel Group Holdings, Inc (the “Company”) (NASDAQ: KRNLU, KRNL, KRNLW), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “Public Shares”), effective as of the close of business on August 5, 2024, as the Compan |
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| August 5, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpora |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| August 1, 2024 |
TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION KERNEL GROUP HOLDINGS, INC. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF KERNEL GROUP HOLDINGS, INC. “RESOLVED, as a special resolution, that subject to the approval of the Business Combination Proposal and the other Proposals presented to the shareholders and with effect prior to the consummation of the proposed Business Combination: (a) Article 49.2(b) shall be deleted and replaced with the |
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| August 1, 2024 |
TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION KERNEL GROUP HOLDINGS, INC. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF KERNEL GROUP HOLDINGS, INC. “RESOLVED, as a special resolution, that subject to the approval of the Business Combination Proposal and the other Proposals presented to the shareholders and with effect prior to the consummation of the proposed Business Combination: (a) Article 49.2(b) shall be deleted and replaced with the |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| July 23, 2024 |
Exhibit 99.1 AIRO GROUP Holdings, Inc. and Kernel Group Holdings, Inc. Announce effectiveness of registration statement; TRIPLE-DIGIT revenue GROWTH and $1.1B in evtol orders AS PORTFOLIO TAKES OFF Farnborough Airshow, UK and AirVenture, Oshkosh, WI July 23, 2024: AIRO Group Holdings, Inc. (“AIRO”) a global mid-market aerospace and defense company, and Kernel Group Holdings, Inc. (NASDAQ: KRNLU, K |
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| July 23, 2024 |
Exhibit 99.1 AIRO GROUP Holdings, Inc. and Kernel Group Holdings, Inc. Announce effectiveness of registration statement; TRIPLE-DIGIT revenue GROWTH and $1.1B in evtol orders AS PORTFOLIO TAKES OFF Farnborough Airshow, UK and AirVenture, Oshkosh, WI July 23, 2024: AIRO Group Holdings, Inc. (“AIRO”) a global mid-market aerospace and defense company, and Kernel Group Holdings, Inc. (NASDAQ: KRNLU, K |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| July 10, 2024 |
Exhibit 99.1 Kernel Group Holdings, Inc. (NASDAQ: KRNL) and AIRO Group Holdings, Inc. Announce Effectiveness of Registration Statement Extraordinary General Meeting scheduled for July 31, 2024. NEW YORK and ALBUQUERQUE, NM, July 10, 2024 (GLOBE NEWSWIRE) – Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“Kernel” or the “Company”), a special purpose acquisition company, and AIRO Group Hol |
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| July 10, 2024 |
Exhibit 99.1 Kernel Group Holdings, Inc. (NASDAQ: KRNL) and AIRO Group Holdings, Inc. Announce Effectiveness of Registration Statement Extraordinary General Meeting scheduled for July 31, 2024. NEW YORK and ALBUQUERQUE, NM, July 10, 2024 (GLOBE NEWSWIRE) – Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“Kernel” or the “Company”), a special purpose acquisition company, and AIRO Group Hol |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| July 3, 2024 |
Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination Exhibit 99.1 Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination New York – July 3, 2024 - Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that it has elected to extend the period of time it has to consummate its initial business combination by one month from July 5, 2024 to |
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| July 3, 2024 |
Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): July 3, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commission |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Kernel Group Holdings, Inc. (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class of Securities) G5259L103 (CUSIP Numb |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| June 25, 2024 |
FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT June 24, 2024 Exhibit 2.1 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT June 24, 2024 This Fourth Amendment to Business Combination Agreement, dated as of June 24, 2024 (this “Amendment”) further amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”), AIRO Group, Inc., a Delaware corporation |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| June 25, 2024 |
FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT June 24, 2024 Exhibit 2.1 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT June 24, 2024 This Fourth Amendment to Business Combination Agreement, dated as of June 24, 2024 (this “Amendment”) further amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”), AIRO Group, Inc., a Delaware corporation |
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| June 3, 2024 |
Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): June 3, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commission |
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| June 3, 2024 |
Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination Exhibit 99.1 Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination New York – June 3, 2024 - Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that it has elected to extend the period of time it has to consummate its initial business combination by one month from June 5, 2024 to |
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| May 28, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Co |
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| May 28, 2024 |
Exhibit 99.1 |
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| May 28, 2024 |
Exhibit 99.1 |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Co |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ 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 001-39983 KERNEL GROUP HOLDIN |
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| May 3, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 2, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-39983 N/A (Commission |
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| May 3, 2024 |
Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination Exhibit 99.1 Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination New York – May 3, 2024 - Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that it has elected to extend the period of time it has to consummate its initial business combination by one month from May 5, 2024 to J |
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| May 3, 2024 |
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): May 3, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commission |
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| April 23, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 19, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commissi |
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| April 5, 2024 |
Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): April 5, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commissio |
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| April 5, 2024 |
Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination Exhibit 99.1 Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination New York – April 5, 2024 - Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that it has elected to extend the period of time it has to consummate its initial business combination by one month from April 5, 2024 |
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| March 12, 2024 |
Kernel Group Holdings, Inc. Clawback Policy Exhibit 97 KERNAL GROUP HOLDINGS, INC. Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If Kernel Group Holdings, Inc. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to recover all |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registra |
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| March 12, 2024 |
Description of Company’s Securities. Exhibit 4.2 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 500,000,000 Class A ordinary shares and 50,000,000 Class B o |
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| March 7, 2024 |
KRNL / Kernel Group Holdings, Inc. / Vivaldi Asset Management, LLC Passive Investment SC 13G/A 1 schedule13gakrnl3724.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kernel Group Holdings Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5259L103 (CUSIP Number) February 29, 2024 (Date of Event which Requires Filing of this |
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| March 5, 2024 |
Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination Exhibit 99.1 Kernel Group Holdings, Inc. Extends Period to Consummate Initial Business Combination New York – March 5, 2024 - Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that it has elected to extend the period of time it has to consummate its initial business combination by one month from March 5, 2024 |
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| March 5, 2024 |
Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): March 5, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commissio |
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| February 21, 2024 |
KRNL / Kernel Group Holdings, Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kernel Group Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5259L103 (CUSIP Number) February 1, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| February 14, 2024 |
KRNL / Kernel Group Holdings, Inc. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
KRNL / Kernel Group Holdings, Inc. / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 krnl20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 KERNEL GROUP HOLDINGS, INC. (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 14, 2024 |
KRNL / Kernel Group Holdings, Inc. / Antara Capital LP Passive Investment SC 13G 1 formsc13gkernelgroup.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kernel Group Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check |
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| February 14, 2024 |
KRNL / Kernel Group Holdings, Inc. / Vivaldi Asset Management, LLC Passive Investment SC 13G 1 schedule13gkrnl21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kernel Group Holdings Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State |
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| February 13, 2024 |
KRNL / Kernel Group Holdings, Inc. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d628991dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kernel Group Holdings, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 13, 2024 |
EX-99.A 2 d628991dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
EX-99.B 3 d628991dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 12, 2024 |
KRNL / Kernel Group Holdings, Inc. / LMR Partners LLP Passive Investment SC 13G 1 formsc13g-kernel.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kernel Group Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5259L103 (CUSIP Number) January 30, 2024 (Information also provided as of December 31, 2023) (D |
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| February 12, 2024 |
KRNL / Kernel Group Holdings, Inc. / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formkernelgroupsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) Kernel Group Holdings, Inc. (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kernel Group Holdings, Inc (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check |
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| February 9, 2024 |
KRNL / Kernel Group Holdings, Inc. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d774208dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kernel Group Holdings, Inc (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stat |
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| February 9, 2024 |
KRNL / Kernel Group Holdings, Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment SC 13G 1 ef20020126sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kernel Group Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this St |
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| February 6, 2024 |
EX-2.1 2 ex2-1.htm Exhibit 2.1 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT February 5, 2024 This Third Amendment to Business Combination Agreement, dated as of February 5, 2024 (this “Amendment”) further amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”), AIRO Group, Inc., |
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| February 6, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF KERNEL GROUP HOLDINGS, INC. “RESOLVED, as a special resolution, that the Amended and Restated Articles of Association of the Company be amended by the deletion of the existing definition of section 49.7 in its entirety and the insertion of the following language in its place: The Company will have 24 months from the consu |
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| February 6, 2024 |
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): February 1, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commis |
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| February 6, 2024 |
Exhibit 99.1 Kernel Group Holdings, Inc. Announces Charter and Trust Agreement Amendments and Intention to Extend the Deadline to Complete a Business Combination to August 5, 2024 New York – February 6, 2024 - Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that its shareholders approved amendments to its ch |
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| February 6, 2024 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 3 (this “Amendment”), dated as of February 1, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Kernel Group Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meani |
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| February 2, 2024 |
SC 13G 1 krnl20224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Kernel Group Holdings Inc. A (Name of Issuer) Common Stock (Title of Class of Securities) G5259L103 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpo |
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| January 16, 2024 |
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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpo |
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| January 16, 2024 |
Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT January 16, 2024 This Second Amendment to Business Combination Agreement, dated as of January 16, 2024 (this “Amendment”) further amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Delaware corporation (“Kernel”), AIRO Group, Inc., a Delaware corporation and |
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| January 16, 2024 |
Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT January 16, 2024 This Second Amendment to Business Combination Agreement, dated as of January 16, 2024 (this “Amendment”) further amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Delaware corporation (“Kernel”), AIRO Group, Inc., a Delaware corporation and |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
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| January 4, 2024 |
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): January 4, 2024 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commiss |
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| January 4, 2024 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – January 4, 2024 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $150,000 into the Company’s Trust account for its public shareholders, representing $0.0 |
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| December 4, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – December 4, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $150,000 into the Company’s Trust account for its public shareholders, representing $0. |
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| December 4, 2023 |
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 4, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commis |
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| November 28, 2023 |
Mutual Termination Agreement, dated November 27, 2023 Exhibit 10.2 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of November 27, 2023 (the “Effective Date”), is entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”), AIRO Group Holdings, Inc., a Delaware corporation (the “Target”), and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, |
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| November 28, 2023 |
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): November 27, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commi |
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| November 28, 2023 |
Mutual Termination Agreement, dated November 27, 2023 Exhibit 10.2 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of November 27, 2023 (the “Effective Date”), is entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”), AIRO Group Holdings, Inc., a Delaware corporation (the “Target”), and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, |
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| November 28, 2023 |
Termination of 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 Date of Report (Date of earliest event reported): November 27, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commi |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ 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 001-39983 KERNEL GROUP HO |
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| November 7, 2023 |
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): November 1, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-39983 N/A (Commis |
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| November 7, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – November 7, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that on November 6, 2023, it caused to be deposited $150,000 into the Company’s Trust account for its public shar |
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| November 7, 2023 |
Form of Loan and Transfer Agreement Exhibit 10.1 LOAN AND TRANSFER AGREEMENT THIS LOAN AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into effectively as of November 1, 2023 (the “Effective Date”), by, between and among (the “Lender”), Kernel Group Holdings, Inc., a Cayman Island exempted company (“SPAC”) and VKSS Capital, LLC, a Delaware limited liability company (“Sponsor” or “Borrower”). Lender, SPAC and Sponsor ar |
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| October 5, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – October 5, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $150,000 into the Company’s Trust account for its public shareholders, representing $0.0 |
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| October 5, 2023 |
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): October 5, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-39983 N/A (Commiss |
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| September 7, 2023 |
Form of Loan and Transfer Agreement Exhibit 10.1 LOAN AND TRANSFER AGREEMENT THIS LOAN AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into effectively as of July 31 2023, 2023 (the “Effective Date”), by, between and among [] (the “Lender”), Kernel Group Holdings, Inc., a Cayman Island exempted company (“SPAC”) and VKSS Capital, LLC, a Delaware limited liability company (“Sponsor” or “Borrower”). Lender, SPAC and Spons |
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| September 7, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – September 7, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that on September 5, 2023, it caused to be deposited $150,000 into the Company’s Trust account for its public sh |
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| September 7, 2023 |
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): July 31, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-39983 N/A (Commissio |
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| September 1, 2023 |
Kernel Group Holdings, Inc. Regains Compliance with Certain Nasdaq Listing Requirement Exhibit 99.1 Kernel Group Holdings, Inc. Regains Compliance with Certain Nasdaq Listing Requirement New York, September 1, 2023 –Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW the “Company” or “Kernel”) today announced that on September 1, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), confirming that the Company had r |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorp |
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| August 31, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpor |
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| August 30, 2023 |
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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpor |
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| August 30, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT August 29, 2023 This First Amendment to Business Combination Agreement, dated as of August 29, 2023 (this “Amendment”) amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Cayman Island exempted company (“Kernel”), AIRO Group, Inc. (“ParentCo”), Kernel Merger Su |
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| August 30, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT August 29, 2023 This First Amendment to Business Combination Agreement, dated as of August 29, 2023 (this “Amendment”) amends that certain Business Combination Agreement, dated March 3, 2023 (the “BCA”), by and among Kernel Group Holdings, Inc., a Cayman Island exempted company (“Kernel”), AIRO Group, Inc. (“ParentCo”), Kernel Merger Su |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpor |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ 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 001-39983 KERNEL GROUP HOLDING |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 4, 2023 |
Exhibit 99.1 [Updated] Kernel Group Holdings, Inc. Announces Charter and Trust Agreement Amendments and Intention to Extend the Deadline to Complete a Business Combination to September 5, 2023 New York – August 4, 2023 - Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that its shareholders approved amendment |
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| August 4, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Announces Charter and Trust Agreement Amendments and Intention to Extend the Deadline to Complete a Business Combination to September 5, 2023 New York – August 4, 2023 - Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that its shareholders approved amendments to its c |
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| August 4, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of August 3, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Kernel Group Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meaning |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-39983 N/A (Commis |
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| August 4, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of August 3, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Kernel Group Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meaning |
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| August 4, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF KERNEL GROUP HOLDINGS, INC. “RESOLVED, as a special resolution, that the Amended and Restated Articles of Association of the Company be amended by the deletion of the existing definition of section 49.7 in its entirety and the insertion of the following language in its place: The Company will have 24 months from the consu |
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| August 4, 2023 |
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): August 3, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-39983 N/A (Commissi |
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| August 4, 2023 |
Amendment to the Amended and Restated Articles of Association of the Company dated August 3, 2023. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF KERNEL GROUP HOLDINGS, INC. “RESOLVED, as a special resolution, that the Amended and Restated Articles of Association of the Company be amended by the deletion of the existing definition of section 49.7 in its entirety and the insertion of the following language in its place: The Company will have 24 months from the consu |
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| July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 Kernel Group Holdings, Inc. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5259L111 (CUSIP Number) Surendra Ajjarapu Chief Executive Officer Kernel Group Holdings, Inc. 515 Madison Avenue, 8th Floor |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stat |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) 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 Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| July 20, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andy Tucker T: 202. |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporati |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. )* Under the Securities Exchange Act of 1934 Kernel Group Holdings, Inc. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5259L111 (CUSIP Number) Surendra Ajjarapu Chief Executive Officer Kernel Group Holdings, Inc. 515 Madison Avenue, 8th Floor – |
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| July 7, 2023 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D, dated July 7, 2023, with respect to the Class A ordinary shares, par value $0. |
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| July 5, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – July 5, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $300,000 into the Company’s Trust account for its public shareholders, representing $0.04 p |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporati |
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| June 14, 2023 |
Exhibit 99.1 Eric Côté, President of Jaunt Canada, Joins Board of Aéro Montréal To Help Build Quebec as a Centre for Advanced Air Mobility Montreal, Canada/Dallas, Texas, June 14, 2023 – Jaunt Air Mobility is pleased that Eric Côté, president of Jaunt Canada, was recently elected a member of Aéro Montréal’s board. Aéro Montréal is positioning Quebec as a centre for advanced air mobility (AAM) to f |
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| June 14, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporati |
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| June 5, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – June 5, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $300,000 into the Company’s Trust account for its public shareholders, representing $0.04 p |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporati |
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| May 23, 2023 |
Investor Presentation, dated May 2023. Exhibit 99.1 |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporati |
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| May 23, 2023 |
Investor Presentation, dated May 2023. Exhibit 99.1 |
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| May 12, 2023 |
Exhibit 3.2 REGISTERED OFFICE CERTIFICATE OF Kernel Group Holdings, Inc. Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands We, Conyers Trust Company (Cayman) Limited, Registered Office of Kernel Group Holdings, Inc. (the “Company”) DO HEREBY CERTIFY that the following is a true extract of special resolutions passed by the Members of the Company at an Extraordinary G |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registrant |
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| May 5, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – May 5, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $300,000 into the Company’s Trust account for its public shareholders, representing $0.04 pe |
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| May 5, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporatio |
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| April 11, 2023 |
Filed by Kernel Group Holdings, Inc. Filed by Kernel Group Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kernel Group Holdings, Inc. Commission File No. 001-39983 Kernel Group Holdings, Inc. (NASDAQ:KRNL) Announces Confidential Submission of Draft Registration Statement to the SEC in Connection with its Proposed |
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| April 3, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – April 3, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $300,000 into the Company’s Trust account for its public shareholders, representing $0.04 |
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| April 3, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| March 30, 2023 |
Regulation FD Disclosure, 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 Date of Report (Date of earliest event reported): March 30, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commissi |
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| March 30, 2023 |
Presentation materials dated March 2023 Exhibit 99.1 |
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| March 30, 2023 |
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): March 30, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 N/A (State or other jurisdiction of incorporation) (Commissi |
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| March 30, 2023 |
Presentation materials dated March 2023 Exhibit 99.1 |
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| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registra |
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| March 29, 2023 |
Description of Company’s Securities.* Exhibit 4.2 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 500,000,000 Class A ordinary shares and 50,000,000 Class B o |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpora |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpora |
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| March 28, 2023 |
Exhibit 99.1 Electric Air Mobility Division of AIRO Group Holdings, Inc. and Kernel Group Holdings (NASDAQ: KRNLU) Announce Memorandum of Understanding with BLADE India New York, NY, March 28 2023 (GLOBE NEWSWIRE): Fly Blade (India) Private Limited (“BLADE India”), a joint venture between Hunch Ventures and Blade Air Mobility, Inc., and Jaunt Air Mobility LLC (“Jaunt”), a subsidiary of AIRO Group |
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| March 28, 2023 |
Exhibit 99.1 Electric Air Mobility Division of AIRO Group Holdings, Inc. and Kernel Group Holdings (NASDAQ: KRNLU) Announce Memorandum of Understanding with BLADE India New York, NY, March 28 2023 (GLOBE NEWSWIRE): Fly Blade (India) Private Limited (“BLADE India”), a joint venture between Hunch Ventures and Blade Air Mobility, Inc., and Jaunt Air Mobility LLC (“Jaunt”), a subsidiary of AIRO Group |
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| March 13, 2023 |
KRNL / Kernel Group Holdings Inc - Class A / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment §240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3) Kernel Group Holdings Inc. (Name of Issuer) Class A ordinary s |
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| March 7, 2023 |
Exhibit 99.1 (UPDATED) New Mid-Market Publicly Traded Aerospace & Defense Company: AIRO Group Holdings, Inc. (AIRO) Enters Agreement and Plan of Merger with Kernel Group Holdings (NASDAQ: KRNLU) to List on NASDAQ ● AIRO is a multi-faceted air mobility, autonomy & aerospace platform with differentiated technologies and capabilities that dynamically address high growth market trends across the entir |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 NA (State or other jurisdiction of incorporation or |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 NA (State or other jurisdiction of incorporation or |
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| March 7, 2023 |
Exhibit 99.1 (UPDATED) New Mid-Market Publicly Traded Aerospace & Defense Company: AIRO Group Holdings, Inc. (AIRO) Enters Agreement and Plan of Merger with Kernel Group Holdings (NASDAQ: KRNLU) to List on NASDAQ ● AIRO is a multi-faceted air mobility, autonomy & aerospace platform with differentiated technologies and capabilities that dynamically address high growth market trends across the entir |
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| March 6, 2023 |
Exhibit 99.1 New Mid-Market Publicly Traded Aerospace & Defense Company: AIRO Group Holdings, Inc. (AIRO) Enters Agreement and Plan of Merger with Kernel Group Holdings (NASDAQ: KRNLU) to List on NASDAQ March 6, 2023 | Source: Kernel Group Holdings ● AIRO is a multi-faceted air mobility, autonomy & aerospace platform with differentiated technologies and capabilities that dynamically address high g |
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| March 6, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – March 6, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $300,000 into the Company’s Trust account for its public shareholders, representing $0.04 |
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| March 6, 2023 |
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): February 28, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 NA (State or other jurisdiction of incorporation) (Commis |
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| March 6, 2023 |
Exhibit 10.1 Execution Version Date: February 28, 2023 To: Kernel Group Holdings, Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation) (“Kernel”) and AIRO Group Holdings, Inc., a Delaware corporation (“Target”). Address: 5001 Indian School Road NE, Suite 1000 Albuquerque, NM 87110 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital |
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| March 6, 2023 |
Business Combination Agreement, dated March 3, 2023 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among KERNEL GROUP HOLDINGS, INC., as Kernel, AIRO GROUP, INC., as ParentCo, kernel MERGER SUB, Inc., as Kernel Merger Sub, AIRO MERGER SUB, Inc., as AIRO Merger Sub, VKSS CAPITAL, LLC, as the Sponsor and ParentCo Representative, Dr. Chirinjeev Kathuria, in the capacity as the Seller Representative, and AIRO GROUP HOLDINGS, INC., |
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| March 6, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporat |
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| March 6, 2023 |
Exhibit 99.1 New Mid-Market Publicly Traded Aerospace & Defense Company: AIRO Group Holdings, Inc. (AIRO) Enters Agreement and Plan of Merger with Kernel Group Holdings (NASDAQ: KRNLU) to List on NASDAQ March 6, 2023 | Source: Kernel Group Holdings ● AIRO is a multi-faceted air mobility, autonomy & aerospace platform with differentiated technologies and capabilities that dynamically address high g |
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| March 6, 2023 |
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): February 28, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 NA (State or other jurisdiction of incorporation) (Commis |
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| March 6, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among KERNEL GROUP HOLDINGS, INC., as Kernel, AIRO GROUP, INC., as ParentCo, kernel MERGER SUB, Inc., as Kernel Merger Sub, AIRO MERGER SUB, Inc., as AIRO Merger Sub, VKSS CAPITAL, LLC, as the Sponsor and ParentCo Representative, Dr. Chirinjeev Kathuria, in the capacity as the Seller Representative, and AIRO GROUP HOLDINGS, INC., |
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| March 6, 2023 |
Forward Purchase Agreement dated February 28, 2023 Exhibit 10.1 Execution Version Date: February 28, 2023 To: Kernel Group Holdings, Inc., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation) (“Kernel”) and AIRO Group Holdings, Inc., a Delaware corporation (“Target”). Address: 5001 Indian School Road NE, Suite 1000 Albuquerque, NM 87110 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital |
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| February 28, 2023 |
Purchase Agreement, dated December 28, 2022 Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of December 28, 2022 (the “Effective Date”), by and among VKSS Capital, LLC., a Delaware limited liability company (the “Acquirer”), Kernel Group Holdings Inc., a Cayman Island exempted company (“SPAC”), and Kernel Capital Holdings, LLC (“Sponsor”) (each a “Party” and, collectively, t |
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| February 28, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of inco |
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| February 14, 2023 |
KRNLU / Kernel Group Holdings, Inc. Units / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-krnl123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kernel Group Holdings, Inc. (Name of Issuer) Class A ordinary shares, par value $0.0001 per shares (Title of Class of Securities) G5259L111 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this |
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| February 14, 2023 |
KRNL / Kernel Group Holdings, Inc. Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 krnl20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Kernel Group Holdings Inc (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 13, 2023 |
KRNL / Kernel Group Holdings, Inc. Class A / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Kernel Group Holdings, Inc. (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class of Securities) G5259L103 (CUSIP Numbe |
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| February 6, 2023 |
Exhibit 99.1 Kernel Group Holdings, Inc. Announces Charter and Trust Agreement Amendments and Intention to Extend the Deadline to Complete a Business Combination to March 5, 2023 New York – February 5, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today that its shareholders approved amendments to its cha |
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| February 6, 2023 |
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): February 3, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-39983 N/A (Commis |
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| February 6, 2023 |
AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION KERNEL GROUP HOLDINGS, INC. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF KERNEL GROUP HOLDINGS, INC. “RESOLVED, as a special resolution, that the Amended and Restated Articles of Association of the Company be amended by the deletion of the existing definition of section 49.7 in its entirety and the insertion of the following language in its place: The Company will have 24 months from the consu |
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| February 6, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of February 3, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Kernel Group Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meani |
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| January 24, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2023 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpo |
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| January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy St |
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| January 6, 2023 |
PRE 14A 1 ny20006553x1pre14a.htm PRE14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Only (as permitted by |
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| January 3, 2023 |
Exhibit 10.1 Execution Version PURCHASE AGREEMENT This PURCHASE AGREEMENT (this "Agreement") is made and entered into effectively as of December 28, 2022 (the ?Effective Date?), by and among VKSS Capital, LLC., a Delaware limited liability company (the ?Acquirer?), Kernel Group Holdings Inc., a Cayman Island exempted company (?SPAC?), and Kernel Capital Holdings, LLC (?Sponsor?) (each a "Party" an |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorp |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registr |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registrant a |
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| August 5, 2022 |
KRNL / Kernel Group Holdings, Inc. Class A / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment §240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) Kernel Group Holdings Inc. (Name of Issuer) Class A ordinary s |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kernel Group Holdings, Inc (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G5259L103 (CUSIP Number) May 20, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? 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 KERNEL GROUP HOLDINGS, INC. (Exact name of registrant |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? 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 PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registra |
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| March 31, 2022 |
Exhibit 4.2 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, which will be adopted prior to the consummation of this offering, we will be author |
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| March 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exa |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorp |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorp |
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| February 14, 2022 |
KRNLU / Kernel Group Holdings, Inc. Units / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
KRNL / Kernel Group Holdings, Inc. Class A / ARISTEIA CAPITAL LLC - 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. *) Kernel Group Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5259L103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 14, 2022 |
KRNLU / Kernel Group Holdings, Inc. Units / Kernel Capital Holdings, LLC - 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. )* Kernel Group Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5259L111 (CUSIP Number) February 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box t |
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| January 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 20, 2022 KERNEL GROUP HOLDINGS, INC. |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registr |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registrant a |
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| July 29, 2021 |
KRNLU / Kernel Group Holdings, Inc. Units / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment ?240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to ?240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to ?240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Kernel Group Holdings Inc. (Name of Issuer) Units, each consisting of one Class A ordin |
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| June 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KERNEL GROUP HOLDINGS, INC. (Exact name of registrant |
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| June 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2021 KERNEL GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorporati |
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| June 7, 2021 |
Exhibit 99.1 Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, Kernel Group Holdings, Inc. Announces Receipt of NASDAQ Continued Listing Standard Notice San Francisco, California ? June 7, 2021 ? Kernel Group Holdings, Inc. (Nasdaq: KRNL) (the ?Company?) today announced that it received a deficiency letter from the NASDAQ Capital Market (?NASDAQ?) relating to the Company?s |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39983 SEC FILE NUMBER G5259L 103 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q and Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra |
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| May 3, 2021 |
§240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d- 1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Kernel Group Holdings, Inc. (Name of Issuer) Units, each consisting of one Class A ordinary share, $ |
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| May 3, 2021 |
Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Kernel Group Holdings, Inc. (Name of Issuer) Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant (Title of Class of Securities) G5259L111 (CUSIP Number) February 5, 2021 (Date of Event Which Requires |
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| March 23, 2021 |
Exhibit 99.1 Kernel Group Holdings, Inc. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 26, 2021 San Francisco ? March 23, 2021 ? Kernel Group Holdings, Inc. (Nasdaq: KRNLU) (the ?Company?) today announced that, commencing March 26, 2021, holders of the units sold in the Company?s initial public offering of units, completed on February 5, 2021, may elec |
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| March 23, 2021 |
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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpora |
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| February 11, 2021 |
Exhibit 99.1 KERNEL GROUP HOLDINGS, INC. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Kernel Group Holdings, Inc. Opinion on the Financial Statement We have audited the accompanying balance sheet of Kernel Group Holdings, Inc. ( |
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| February 11, 2021 |
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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2021 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpo |
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| February 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2021 Kernel Group Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-39983 98-1567976 (State or other jurisdiction of incorpo |
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| February 5, 2021 |
Letter Agreement between the Company and the Sponsor. (1) Exhibit 10.4 February 5, 2021 Kernel Group Holdings, Inc. 2 Rousseau Street San Francisco, California 94112 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Comp |
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| February 5, 2021 |
Administrative Services Agreement between the Registrant and the sponsor.(1) Exhibit 10.5 KERNEL GROUP HOLDINGS, INC. 2 Rousseau Street San Francisco, California 94112 February 5, 2021 Kernel Capital Holdings, LLC 2 Rousseau Street San Francisco, California 94112 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offeri |
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| February 5, 2021 |
Exhibit 4.1 WARRANT AGREEMENT KERNEL GROUP HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 5, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated February 5, 2021, is by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, |
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| February 5, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 5, 2021, by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil |
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| February 5, 2021 |
Private Placement Warrants Purchase Agreement between the Company and the Sponsor.(1) Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 2, 2021, is entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and Kernel Capital Holdings, LLC, a Delaware |
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| February 5, 2021 |
Kernel Group Holdings, Inc. 26,500,000 Units1 UNDERWRITING AGREEMENT Exhibit 1.1 Kernel Group Holdings, Inc. 26,500,000 Units1 UNDERWRITING AGREEMENT New York, New York February 2, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As the Representative Ladies and Gentlemen: Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters n |
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| February 5, 2021 |
EX-3.1 3 nt10017275x14ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KERNEL GROUP HOLDINGS, INC. (adopted by special resolution dated 2 FEBRUARY 2021 and effective on 2 FEBRUARY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED |
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| February 5, 2021 |
Registration and Shareholder Rights Agreement among Company and the Sponsor.(1) Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 5, 2021, is made and entered into by and among Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signa |
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| February 4, 2021 |
Kernel Group Holdings, Inc. 26,500,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252105 and 333-252675 P R O S P E C T U S Kernel Group Holdings, Inc. $265,000,000 26,500,000 Units Kernel Group Holdings, Inc. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization o |
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| February 2, 2021 |
As filed with the United States Securities and Exchange Commission on February 2, 2021 under the Securities Act of 1933, as amended. |
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| February 2, 2021 |
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 KERNEL GROUP HOLDINGS, INC. |
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| January 29, 2021 |
January 29, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 29, 2021 |
As filed with the United States Securities and Exchange Commission on January 29, 2021 under the Securities Act of 1933, as amended. |
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| January 29, 2021 |
Kernel Group Holdings, Inc. 2 Rousseau Street San Francisco, California 94112 January 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kernel Group Holdings, Inc. Registration Statement on Form S-1 File No. 333-252105 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Kernel Gro |
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| January 26, 2021 |
Exhibit 10.8 January [●], 2021 Kernel Group Holdings, Inc. 2 Rousseau Street San Francisco, California 94112 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Com |
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| January 26, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Kernel Group Holdings, Inc. Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) ( |
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| January 26, 2021 |
S-1/A 1 nt10017275x4s1a.htm S-1/A TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 25, 2021 under the Securities Act of 1933, as amended. No. 333-252105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kernel Group Holdings, Inc. (Exact name of r |
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| January 26, 2021 |
EX-3.2 3 nt10017275x4ex3-2.htm EXHIBIT 3.2 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 KERNEL GROUP HOLDINGS, INC. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (AS RevisED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORA |
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| January 26, 2021 |
As filed with the United States Securities and Exchange Commission on January 26, 2021 under the Securities Act of 1933, as amended. |
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| January 26, 2021 |
KERNEL GROUP HOLDINGS, INC. 2 Rousseau Street San Francisco, California 94112 January [●], 2021 Exhibit 10.5 KERNEL GROUP HOLDINGS, INC. 2 Rousseau Street San Francisco, California 94112 January [●], 2021 Kernel Capital Holdings, LLC 2 Rousseau Street San Francisco, California 94112 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offer |
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| January 26, 2021 |
EX-10.4 12 nt10017275x4ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January [●], 2021, by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or i |
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| January 26, 2021 |
EX-4.4 7 nt10017275x4ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT KERNEL GROUP HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January [●], 2021, is by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York cor |
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| January 26, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT EX-10.1 9 nt10017275x4ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [●], 2021, by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Co |
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| January 26, 2021 |
SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES KERNEL GROUP HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF KERNEL GROUP HOLDINGS, INC. (THE “COMPANY”) subject to |
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| January 26, 2021 |
EX-4.1 4 nt10017275x4ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Kernel Group Holdings, Inc. CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par |
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| January 26, 2021 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January [●], 2021, is entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), and Kernel Capital Holdings, LLC, a Delawar |
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| January 26, 2021 |
Kernel Group Holdings, Inc. 25,000,000 Units1 UNDERWRITING AGREEMENT EX-1.1 2 nt10017275x4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Kernel Group Holdings, Inc. 25,000,000 Units1 UNDERWRITING AGREEMENT New York, New York January [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As the Representative Ladies and Gentlemen: Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, |
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| January 26, 2021 |
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January [●], 2021, is made and entered into by and among Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the sign |
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| January 25, 2021 |
Kernel Group Holdings, Inc. 2 Rousseau Street San Francisco, CA 94112 January 25, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Karina Dorin Re: Kernel Group Holdings, Inc. Registration Statement on Form S-1 Filed January 14, 2021 CIK No. 0001832950 Dear Ms. Dorin: This letter sets f |
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| January 14, 2021 |
EXEMPTED Company Registered and filed as No. 367858 On 10-Nov-2020 Assistant Registrar Exhibit 3.1 EXEMPTED Company Registered and filed as No. 367858 On 10-Nov-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF KERNEL GROUP HOLDINGS, INC. Auth Code: B87516109795 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 367858 On 10-Nov-2020 Assistant Registrar THE COMPANIES LAW (2 |
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| January 14, 2021 |
Kernel Group Holdings Inc. 2 Rousseau Street San Francisco, CA 94112 Exhibit 10.7 Kernel Group Holdings Inc. 2 Rousseau Street San Francisco, CA 94112 November 19, 2020 Kernel Capital Holdings, LLC 2 Rousseau Street San Francisco, CA 94112 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on November 19, 2020 by and between Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”) |
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| January 14, 2021 |
Kernel Group Holdings, Inc. 2 Rousseau Street San Francisco, CA 94112 January 14, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Karina Dorin Re: Kernel Group Holdings, Inc. Draft Registration Statement on Form S-1 Submitted November 25, 2020 CIK No. 0001832950 Dear Ms. Dorin: This le |
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| January 14, 2021 |
Exhibit 99.4 CONSENT OF DEE DEE SKLAR Kernel Group Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being na |
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| January 14, 2021 |
Exhibit 99.5 CONSENT OF RON MEYER Kernel Group Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named |
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| January 14, 2021 |
EX-99.2 6 nt10017275x2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF BRETT NORTHART Kernel Group Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amend |
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| January 14, 2021 |
EX-10.6 3 nt10017275x2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“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 SATISFACTOR |
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| January 14, 2021 |
Exhibit 99.1 CONSENT OF RAKESH TONDON Kernel Group Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being na |
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| January 14, 2021 |
Exhibit 99.3 CONSENT OF CHRIS FARRELL Kernel Group Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being na |
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| January 14, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 14, 2021 under the Securities Act of 1933, as amended. |
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| November 25, 2020 |
TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on November 25, 2020 and is not being filed under the Securities Act of 1933, as amended. |
