0001832950
false
0001832950
2023-07-31
2023-07-31
0001832950
krnl:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember
2023-07-31
2023-07-31
0001832950
krnl:ClassOrdinarySharesIncludedAsPartOfUnitMember
2023-07-31
2023-07-31
0001832950
krnl:WarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member
2023-07-31
2023-07-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
515
Madison Avenue, 8th Floor - Suite 8078
New
York, New York 10022
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (646) 908-2659
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Units,
each consisting of one Class A Ordinary Share $0.0001 par value, and one-half of one redeemable warrant |
|
KRNLU |
|
The
Nasdaq Stock Market LLC |
Class
A Ordinary Shares included as part of the unit |
|
KRNL |
|
The
Nasdaq Stock Market LLC |
Warrants
included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
KRNLW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on March 3, 2023, Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”)
entered into a Business Combination Agreement (the “Business Combination Agreement”) with AIRO Group, Inc.,
a Delaware corporation (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of ParentCo, AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo, VKSS Capital, LLC, a Delaware limited
liability company, in the capacity as the representative for the shareholders of the Company and ParentCo, and also in the capacity as
the Company’s sponsor (the “Sponsor”), Dr. Chirinjeev Kathuria, in the capacity as the representative
for the AIRO Group Holdings stockholders, and AIRO Group Holdings, Inc., a Delaware corporation.
On
July 31, 2023, the Company entered into Loan and Transfer Agreements between the Company, the Sponsor, and other parties (the “Lenders”),
pursuant to which the Lenders loaned an aggregate of $900,000 (the “Funded Amount”) to the Sponsor (the “Loan”)
and the Sponsor loaned $900,000 to the Company (the “SPAC Loan”). The Loan shall accrue interest at 8% per
annum and the SPAC Loan does not accrue interest. The Company is not responsible for the payment of any interest on the Loan and is only
required to repay the principal amount of the SPAC Loan upon the completion of the Company’s initial business combination (the
“Business Combination”). The Funded Amount, together with all accrued and unpaid interest thereon, shall be
repaid by the Sponsor at the option of the Lender, in either (a) cash; or (b) Class A ordinary shares of the Company held by the Sponsor,
either upon automatic conversion of Class B ordinary shares held by the Sponsor upon the closing of the Business Combination or other
Class A ordinary shares acquired by the Sponsor, at the rate of one (1) Class A ordinary share for each $10.00 of converted principal
and interest. As additional consideration for the Lenders making the Loan available to the Sponsor, the Sponsor agreed to transfer four
(4) Class A ordinary shares of the Company to Lender for each $10.00 multiple of the Funded Amount, which included the registration rights
previously provided by the Company to the Sponsor.
Pursuant
to the Business Combination Agreement, the SPAC Loan requires the issuance of an additional 900,000 shares of ParentCo Common Stock (as
defined in the Business Combination Agreement).
The
foregoing description is qualified in its entirety by reference to the terms and conditions of the Loan and Transfer Agreement, the form
of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth
above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
On September 5, 2023, the
Company deposited an aggregate of $150,000 (the “Extension Payment”) into the trust account of the
Company for its public shareholders, representing $0.02 per public share remaining outstanding, which enables the Company to further
extend the period of time it has to consummate its Initial Business Combination by one month from September 5, 2023 to October 5, 2023
(the “Extension”). The Extension is the second of up to six monthly extensions permitted under the Company’s
governing documents.
Item
7.01. Regulation FD Disclosure.
On
September 7, 2023, the Company issued a press release announcing the Extension. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The
furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the
press release is summary information that is intended to be considered in the context of more complete information included in the Company’s
filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the
Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update
or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate.
Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other
public disclosures.
The
information in this Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections
11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall
not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
Item
9.01. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
KERNEL
GROUP HOLDINGS, INC. |
|
|
|
Date:
September 7, 2023 |
By: |
/s/
Suren Ajjarapu |
|
|
Suren
Ajjarapu |
|
|
Chief
Executive Officer |
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 Sponsor are referred to in this Agreement individually as a “Party”
and collectively as the “Parties.”
WHEREAS,
SPAC is a special purpose acquisition company that closed on its initial public offering on February 5, 2021, with 24 months to complete
an initial business combination (the “De-SPAC”) or, in the alternative, seek to extend the period in which to complete
the transaction to merge into a public company listed on Nasdaq. In order to complete the transaction seeks funds up to $1,000,000.
WHEREAS,
as of the date of this Agreement, SPAC has not completed a business combination and needs to exercise its extension options;
WHEREAS,
Lender will loan Borrower $ [________] (the “Loan”), which will in turn be loaned by the Borrower to the SPAC, to
cover a portion of the extension fees with any balance to be used for SPAC’s working capital (the “SPAC Loan”);
WHEREAS,
SPAC intends to pay all principal under the SPAC Loan to Sponsor at the closing of the De-SPAC transaction (the “De-SPAC Closing”),
in accordance with Section 2 below, and Sponsor will thereafter pay all principal and interest under the Loan to Lender in accordance
with Section 2 below;
WHEREAS,
Sponsor owns 7,493,750 Founder Shares of Class B Ordinary Shares of SPAC and 8,750,000 Private Placement Warrants to acquire a share
of Class A Ordinary Shares;
WHEREAS,
Sponsor will benefit from the Loan being made by Lender to Sponsor and the SPAC Loan being made from the Sponsor to the SPAC.
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and
the representations, warranties, covenants and agreement contained in this Agreement, and intending to be legally bound hereby, the Parties
agree as follows:
ARTICLE
I
THE
LOAN AND SPAC LOAN
|
1.1 |
Closing. The Loan shall be made by the Lender to the
Sponsor in cash, on or prior to August 5th 2023, or on such date as the Parties may agree in writing (such date, the “Closing”). |
|
|
|
|
1.2 |
SPAC Loan. Immediately following the Closing, the SPAC
Loan shall be made by the Sponsor to the SPAC. |
|
|
|
|
1.3 |
Terms of Loan. The loan shall accrue 8% interest per
annum, compounded at the end of each month from the Closing until the date repaid or converted into SPAC shares held by the Sponsor as
discussed below. |
|
|
|
|
1.4 |
Terms of SPAC Loan. The SPAC Loan shall not accrue interest
and shall be repaid by the SPAC, if at all, upon closing of the De-SPAC. |
|
1.5 |
Wiring Instructions. At the Closing, Lender shall advance
the Loan proceeds to Sponsor by wire transfer of immediately available funds pursuant to the wiring instructions separately provided. |
ARTICLE
II
REPAYMENT
OF LOAN AND SPAC LOAN
|
2.1 |
No Interest Payable by SPAC. The SPAC shall not be responsible
for the payment of any interest on the Loan or SPAC Loan and shall only be required to repay the principal amount of the SPAC Loan from
the Sponsor to the SPAC upon completion of the De-SPAC. For the sake of clarity, the SPAC Loan shall accrue no interest to the Sponsor.
In the event the De-SPAC does not occur and the SPAC is liquidated, Sponsor agrees to (a) Continue best efforts on closing with another
suitable target (b) Maintain the liability on the books of the SPAC (c) In the event that the De-SPAC does not occur, the lender shall
not have any cash on hand ,and it is unlikely that the lender will be able to recover the amounts under the loan. |
|
|
|
|
2.2 |
Repayment. The total amounts advanced by Lender to the
Sponsor in connection with the Loan (the “Funded Amounts”) shall be repaid, together with all accrued and unpaid interest
thereon, within five (5) days of the De-SPAC, at the option of the Lender, in either (a) cash; or (b) shares of Class A Common Stock
of the SPAC held by the Sponsor, either upon automatic conversion of Class B Common Stock held by the Sponsor upon the De-SPAC or other
Class A Common Stock shares acquired by the Sponsor, at the rate of one (1) Class A Common Stock share for each $10 of converted principal
and interest (as adjusted for any stock split)(such securities, the “Repayment Securities”, and such conversion, the
“Transfer”). Upon receipt of the Repayment Securities, the principal and accrued interest on the Loan equal to the
number of Repayment Securities multiplied by $10 (as adjusted for any stock split) shall be deemed automatically forgiven by the Lender
and paid in full by the Sponsor. Lender must notify the Sponsor of its repayment option as discussed above within two (2) business days
of the De-SPAC or the Sponsor shall have the right to choose the repayment method discussed above between cash and Repayment Shares. |
|
|
|
|
2.3 |
Additional Consideration. As additional consideration
for the Lender making the Loan available to Sponsor, Sponsor will transfer 4 (four) Shares of Class A Common Stock to Lender for each
$10 (ten) multiple of the Funded Amounts (the “Additional Securities” and together with the Repayment Securities,
the “Transferred Securities”) to Lender who shall have all rights and obligations of other Class A Stockholders
upon such transfer, which transfer shall be subject in all cases to the Waiver and shall further be subject to Section 3.4, below. The
Additional Securities shall have registration rights under that certain Registration Rights Agreement of the SPAC dated February 5, 2021,
subject in all cases to the subsequent amendment of such Registration Rights Agreement, as provided therein, to allow for such registration
rights. |
|
|
|
|
2.4 |
Waiver. The Transfer and the transfer of the Additional
Securities will be subject in all cases to the SPAC and the underwriter of the SPAC’s initial public offering waiving the restrictions
on transfer of the Transferred Securities set forth in the Letter Agreement dated February 2, 2021 (the “Waiver”). |
|
|
|
|
2.5 |
Delivery and Assignment of Transferred Securities. The
Transferred Securities shall be delivered from the Sponsor to the Lender, free and clear of all liens and encumbrances upon a Transfer,
other than standard restrictions under the Securities Act of 1933, as amended (the “Securities Act”), and the SPAC
shall record such Transfer. |
|
2.6 |
Failure to File Extension. If the SPAC does not successfully
complete an Extension by August 5th 2023, all Funded Amounts plus interest will be returned to the Lender from the Sponsor within 1 business
day. |
ARTICLE
III
REPRESENATIONS
AND WARRANTIES
Each
Party hereby represents and warrants to each other Party as of the date of this Agreement and as of the Closing that:
|
3.1 |
Authority. Such Party has the power and authority to
execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Party of
this Agreement and the consummation of the transfer have been duly authorized by all necessary action on the part of the relevant Party,
and no further approval or authorization is required on the part of such Party. This Agreement will be valid and binding on each Party
and enforceable against such Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally
and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. |
|
|
|
|
3.2 |
Acknowledgement. Each Party acknowledges and agrees
that the Transfer and the Transferred Securities have not been registered under the Securities Act or under any state securities laws
and the Lender represents that, as applicable, it (a) is acquiring the Transferred Securities pursuant to an exemption from registration
under the Securities Act with no present intention to distribute them to any person in violation of the Securities Act or any applicable
U.S. state securities laws, (b) will not sell or otherwise dispose of any of the Transferred Securities, except in compliance with the
registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (c) has such knowledge
and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks
of the Exchange and of making an informed investment decision, and has conducted a review of the business and affairs of the SPAC that
it considers sufficient and reasonable for purposes of making the transfer, and (d) is an “accredited investor” (as
that term is defined by Rule 501 under the Securities Act). |
|
|
|
|
3.3 |
Title. Sponsor represents to Lender that Sponsor has
good and marketable title to the Transferred Securities free and clear of all liens and encumbrances, other than those set forth in the
Letter Agreement included as Exhibit 10.8 (the “Insider Letter”) to SPAC’s Registration Statement on Form S-1
(Registration No. 333-252105) and that upon transfer of such Transferred Securities as set forth above, and subject to the Waiver, Lender
will have good and marketable title to the Transferred Securities. |
|
|
|
|
3.4 |
Limitation on Transfer. Lender acknowledges and agrees
the Transferred Securities are subject to the limitations on transfer set forth in Section 3.2 and the Insider Letter, and will not be
issued to the Lender until permitted pursuant to the Insider Letter. |
|
|
|
|
3.5 |
Trust Waiver. Lender acknowledges and agrees that it
shall not make any claims or proceed against the trust account established by the SPAC in connection with its initial public offering
(“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance, unless the De-SPAC shall be completed. In the event that the Lender has a claim against the SPAC under this Agreement,
the Lender will pursue such claim solely against the SPAC and not against the property held in the Trust Account. |
|
3.6 |
Restricted Securities. Lender hereby represents, acknowledges
and warrants its representation of, understanding of and confirmation of the following: |
| ● | Lender
realizes that the Transferred Securities cannot readily be sold as they will be restricted
securities and therefore the Transferred Securities must not be accepted unless Lender has
liquid assets sufficient to assure that Lender can provide for current needs and possible
personal contingencies; |
| | |
| ● | Lender
understands that, because SPAC is a former “shell company” as contemplated
under paragraph (i) of Rule 144, regardless of the amount of time that the Lender holds the
Transferred Securities, sales of the Transferred Securities may only be made under Rule 144
upon the satisfaction of certain conditions, including that SPAC is no longer a ‘shell
company’ and that SPAC has not been a ‘shell company’ for at least the
last 12 months— i.e., that no sales of Transferred Securities can be made pursuant
to Rule 144 until at least 12 months after the De-SPAC; and SPAC has filed with the United
States Securities and Exchange Commission (the “SEC”), during the 12 months preceding
the sale, all quarterly and annual reports required under the Securities Exchange Act of
1934, as amended; |
| | |
| ● | Lender
confirms and represents that it is able (i) to bear the economic risk of the Transferred
Securities, (ii) to hold the Transferred Securities for an indefinite period of time, and
(iii) to afford a complete loss of the Transferred Securities; and |
| | |
| ● | Lender
understands and agrees that a legend has been or will be placed on any certificate(s) or
other document(s) evidencing the Transferred Securities in substantially the following form: |
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES
ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL
HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER
ANY SUCH ACTS.”
ARTICLE
IV
MISCELLANEOUS
|
4.1 |
Injunctive Relief. It is hereby understood and agreed
that damages shall be an inadequate remedy in the event of a breach by any Party of any covenants or obligations herein, and that any
such breach by a Party will cause the other Parties great and irreparable injury and damage. Accordingly, the breaching Party agrees
that the other Parties shall be entitled, without waiving any additional rights or remedies otherwise available to the breaching Party
at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach
by the breaching Party of any of said covenants or obligations. |
|
4.2 |
Severability. In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s)
had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary
to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions have been held to be invalid, illegal,
or unenforceable. |
|
|
|
|
4.3 |
Titles and Headings. The titles and section headings
in this Agreement are included strictly for convenience purposes. |
|
|
|
|
4.4 |
No Waiver. It is understood and agreed that no failure
or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. |
|
|
|
|
4.5 |
Term of Obligations. The term of this Agreement shall
be nine (9) months from the Effective Date or fifteen (15) days after the expiration of the Renewal Period, whichever date is later.
However, the obligations set forth herein that are intended to survive the expiration or termination of this Agreement shall survive
the expiration or termination of this Agreement. |
|
|
|
|
4.6 |
Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
Each Party (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, to the extent
such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction,
the United States District Court for the District of Delaware (collectively, the “Courts”), for purposes of any action,
suit or other proceeding arising out of this Agreement; and (b) agrees not to raise any objection at any time to the laying or maintaining
of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other
proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action,
suit or other Proceeding, that such Court does not have any jurisdiction over such Party. Any Party may serve any process required by
such Courts by way of notice. |
|
|
|
|
4.7 |
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO
REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION,
SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. |
|
|
|
|
4.8 |
Entire Agreement. This Agreement contains the entire
agreement between the parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to
the subject matter hereof. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either
party, unless mutually approved in writing. |
|
4.9 |
Counterparts. This Agreement may be executed in counterparts
(delivered by email or other means of electronic transmission), each of which shall be deemed an original and which, when taken together,
shall constitute one and the same document. |
|
|
|
|
4.10 |
Notices. All
notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being
sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if
sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following
addresses (or at such other address for a Party as shall be specified by like notice. |
If
to Lender: |
|
If
to SPAC or Sponsor: |
|
|
|
[____________] |
|
Suren
Ajjarapu
Chairman
and Chief Executive Officer
515
Madison Avenue, Suite 865
New
York, New York 10022
Email:sa@kernelcap.com |
|
4.11 |
Binding Effect; Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the other Parties, and any
assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations
hereunder. |
|
|
|
|
4.12 |
Third Parties. Nothing contained in this Agreement or
in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in
or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted
assign of such a Party. |
|
|
|
|
4.13 |
Specific Performance. Each Party acknowledges that the
rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach
of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and
agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable
Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction
or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without
the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any
other right or remedy to which such Party may be entitled under this Agreement, at law or in equity. |
|
|
|
|
4.14 |
Indemnification. SPAC will indemnify Lender of any liability
from all actions taken against the SPAC or its Sponsors. The SPAC will bare all costs to defend any action taken against the SPAC, its
Sponsors or the Lender. |
The
Parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.
|
SPAC: |
|
|
|
KERNEL
GROUP HOLDINGS, INC. |
|
|
|
|
By: |
|
|
Name: |
Suren
Ajjarapu |
|
Title: |
Chief
Executive Officer |
|
|
|
SPONSOR: |
|
|
|
VKSS
CAPITAL, LLC |
|
|
|
By: |
|
|
Name: |
Suren
Ajjarapu |
|
Title: |
Chief
Executive Officer |
|
|
|
LENDER: |
|
|
|
[_____________] |
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
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 shareholders, representing $0.02 per public share, allowing the Company to extend the period
of time it has to consummate its initial business combination by one month from September 5, 2023 to October 5, 2023 (the “Extension”).
The Extension is the second of six-monthly extensions permitted under the Company’s governing documents.
Cautionary Statement Regarding
Forward-Looking Statements
Certain
statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and are subject to the safe harbor created thereby. In some cases, forward-looking statements can be identified
by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology.
These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks
and uncertainties. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause
future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control.
These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see the
section titled “Risk Factors” in the Company’s Prospectus filed with the SEC on February 4, 2021 and subsequent reports
filed with the SEC, as amended from time to time. Any forward-looking statements are made only as of the date hereof, and unless otherwise
required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Contact:
hd@kernelcap.com
v3.23.2
Cover
|
Jul. 31, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 31, 2023
|
Entity File Number |
001-39983
|
Entity Registrant Name |
Kernel
Group Holdings, Inc.
|
Entity Central Index Key |
0001832950
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
515
Madison Avenue
|
Entity Address, Address Line Two |
8th Floor - Suite 8078
|
Entity Address, City or Town |
New
York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10022
|
City Area Code |
(646)
|
Local Phone Number |
908-2659
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Class A Ordinary Share $0.0001 par value, and one-half of one redeemable warrant |
|
Title of 12(b) Security |
Units,
each consisting of one Class A Ordinary Share $0.0001 par value, and one-half of one redeemable warrant
|
Trading Symbol |
KRNLU
|
Security Exchange Name |
NASDAQ
|
Class A Ordinary Shares included as part of the unit |
|
Title of 12(b) Security |
Class
A Ordinary Shares included as part of the unit
|
Trading Symbol |
KRNL
|
Security Exchange Name |
NASDAQ
|
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
Title of 12(b) Security |
Warrants
included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
Trading Symbol |
KRNLW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=krnl_UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=krnl_ClassOrdinarySharesIncludedAsPartOfUnitMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=krnl_WarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Kernel (NASDAQ:KRNLU)
Historical Stock Chart
From Aug 2024 to Sep 2024
Kernel (NASDAQ:KRNLU)
Historical Stock Chart
From Sep 2023 to Sep 2024