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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 HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
98-1567976 |
(State
or other jurisdiction of |
|
(IRS
Employer |
incorporation
or organization) |
|
Identification
No.) |
2
Rousseau Street
San
Francisco, California |
|
94112 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(415)
404-6356
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name, former address and former fiscal year, if changed since last report)
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 units |
|
KRNL |
|
The
Nasdaq Stock Market, LLC |
|
|
|
|
|
Redeemable
warrants included as part of the units |
|
KRNLW |
|
The
Nasdaq Stock Market, LLC |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
|
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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As
of November 13, 2023, there were 6,315,949 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 7,618,750
of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
KERNEL
GROUP HOLDINGS, INC.
INDEX
TO FINANCIAL STATEMENTS
PART
1 – FINANCIAL INFORMATION
Item
1. FINANCIAL STATEMENTS
KERNEL
GROUP HOLDINGS, INC.
CONDENSED
BALANCE SHEETS
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
| (Unaudited) | | |
| | |
Assets | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 804 | | |
$ | 93,095 | |
Prepaid expenses | |
| 44,754 | | |
| 42,022 | |
Total current assets | |
| 45,558 | | |
| 135,117 | |
Cash and investments held in Trust Account | |
| 66,631,804 | | |
| 309,234,766 | |
Total Assets | |
$ | 66,677,362 | | |
$ | 309,369,883 | |
| |
| | | |
| | |
Liabilities and Shareholders’ Deficit: | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 3,418,880 | | |
$ | 848,420 | |
Accrued expenses and other current liabilities | |
| 15,260 | | |
| 1,949,715 | |
Accrued expenses - related party | |
| 260,000 | | |
| 170,000 | |
Promissory note - related party | |
| 1,667,311 | | |
| — | |
Convertible promissory note | |
| 1,450,000 | | |
| — | |
Derivative liability - forward purchase agreement | |
| 6,261,728 | | |
| — | |
Total current liabilities | |
| 13,073,179 | | |
| 2,968,135 | |
Deferred underwriting commissions | |
| — | | |
| 10,666,250 | |
Warrant liabilities | |
| 1,439,250 | | |
| 174,354 | |
Total Liabilities | |
| 14,512,429 | | |
| 13,808,739 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| - | | |
| - | |
Class A ordinary shares subject to possible redemption, $0.0001 par value; 6,315,949 and 30,475,000 shares issued and outstanding at approximately $10.53 and $10.14 per share redemption value as of September 30, 2023 and December 31, 2022, respectively | |
| 66,531,804 | | |
| 309,134,766 | |
| |
| | | |
| | |
Shareholders’ Deficit: | |
| | | |
| | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022 | |
| — | | |
| — | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2023 and December 31, 2022 | |
| — | | |
| — | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,618,750 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | |
| 762 | | |
| 762 | |
Ordinary shares | |
| | | |
| | |
Additional paid-in capital | |
| — | | |
| — | |
Accumulated deficit | |
| (14,367,633 | ) | |
| (13,574,384 | ) |
Total Shareholders’ Deficit | |
| (14,366,871 | ) | |
| (13,573,622 | ) |
Total Liabilities and Shareholders’ Deficit | |
$ | 66,677,362 | | |
$ | 309,369,883 | |
The
accompanying notes are an integral part of the unaudited condensed financial statements.
KERNEL
GROUP HOLDINGS, INC.
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
September 30,
2023 | | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2022 | |
| |
For the Three Months Ended | | |
For the Nine Months Ended | |
| |
September 30,
2023 | | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2022 | |
General and administrative | |
$ | 578,578 | | |
$ | 249,489 | | |
$ | 1,737,996 | | |
$ | 783,395 | |
Administrative fees - related party | |
| 30,000 | | |
| 30,000 | | |
| 90,000 | | |
| 90,000 | |
Loss from operations | |
| (608,578 | ) | |
| (279,489 | ) | |
| (1,827,996 | ) | |
| (873,395 | ) |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Unrealized (loss) gain from change in fair value of warrant liabilities | |
| 1,439,250 | | |
| 1,199,375 | | |
| (1,264,896 | ) | |
| 11,753,875 | |
Income from investments held in Trust Account | |
| 562,902 | | |
| 1,378,065 | | |
| 1,522,366 | | |
| 1,838,466 | |
Gain on waiver of deferred underwriting commissions by underwriter allocated to Public Warrants | |
| — | | |
| — | | |
| 755,346 | | |
| — | |
Unrealized loss on fair value of derivative liabilities – forward
purchase agreement | |
| (788,496 | ) | |
| — | | |
| (6,261,728 | ) | |
| — | |
Interest expense - amortization of debt discount | |
| (416,701 | ) | |
| — | | |
| (1,322,101 | ) | |
| — | |
Interest expense | |
| (1,220 | ) | |
| — | | |
| (4,880 | ) | |
| — | |
Net income (loss) | |
$ | 187,157 | | |
$ | 2,297,951 | | |
$ | (8,403,889 | ) | |
$ | 12,718,946 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares | |
| 11,608,672 | | |
| 30,475,000 | | |
| 12,316,438 | | |
| 30,475,000 | |
Basic and diluted net income (loss) per share, Class A ordinary shares | |
$ | 0.01 | | |
$ | 0.06 | | |
$ | (0.42 | ) | |
$ | 0.33 | |
Basic and diluted weighted average shares outstanding, Class B ordinary shares | |
| 7,618,750 | | |
| 7,618,750 | | |
| 7,618,750 | | |
| 7,618,750 | |
Basic and diluted net income (loss) per share, Class B ordinary shares | |
$ | 0.01 | | |
$ | 0.06 | | |
$ | (0.42 | ) | |
$ | 0.33 | |
The
accompanying notes are an integral part of the unaudited condensed financial statements.
KERNEL
GROUP HOLDINGS, INC.
UNAUDITED
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 |
|
| |
Ordinary Shares | | |
Additional | | |
| | |
Total | |
| |
Class A | | |
Class B | | |
Paid-in | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance at January 1, 2023 | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (13,574,384 | ) | |
$ | (13,573,622 | ) |
Proceeds allocated to Share Rights of convertible promissory note - related party | |
| — | | |
| — | | |
| — | | |
| — | | |
| 546,809 | | |
| — | | |
| 546,809 | |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| (546,809 | ) | |
| (1,012,654 | ) | |
| (1,559,463 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (2,728,281 | ) | |
| (2,728,281 | ) |
Balance at March 31, 2023 (unaudited) | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (17,315,319 | ) | |
$ | (17,314,557 | ) |
Proceeds allocated to Share Rights of convertible promissory note - related party | |
| — | | |
| — | | |
| — | | |
| — | | |
| 775,292 | | |
| — | | |
| 775,292 | |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| (775,292 | ) | |
| 9,786,196 | | |
| 9,010,904 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (5,862,765 | ) | |
| (5,862,765 | ) |
Balance at June 30, 2023 (unaudited) | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (13,391,888 | ) | |
$ | (13,391,126 | ) |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,162,902 | ) | |
| (1,162,902 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 187,157 | | |
| 187,157 | |
Balance at September 30, 2023 (unaudited) | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
| (14,367,633 | ) | |
| (14,366,871 | ) |
The
accompanying notes are an integral part of the unaudited condensed financial statements.
KERNEL
GROUP HOLDINGS, INC.
UNAUDITED
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 |
|
| |
Ordinary Shares | | |
Additional | | |
| | |
Total | |
| |
Class A | | |
Class B | | |
Paid-in | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance at January 1, 2022 | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (24,845,647 | ) | |
$ | (24,844,885 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 6,124,381 | | |
| 6,124,381 | |
Balance at March 31, 2022 (unaudited) | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (18,721,266 | ) | |
$ | (18,720,504 | ) |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (375,465 | ) | |
| (375,465 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,296,614 | | |
| 4,296,614 | |
Balance at June 30, 2022 (unaudited) | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (14,800,117 | ) | |
$ | (14,799,355 | ) |
Balance | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (14,800,117 | ) | |
$ | (14,799,355 | ) |
Remeasurement of Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,378,065 | ) | |
| (1,378,065 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,297,951 | | |
| 2,297,951 | |
Net
(loss) income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,297,951 | | |
| 2,297,951 | |
Balance at September 30, 2022 (unaudited) | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (13,880,231 | ) | |
$ | (13,879,469 | ) |
Balance | |
| — | | |
$ | — | | |
| 7,618,750 | | |
$ | 762 | | |
$ | — | | |
$ | (13,880,231 | ) | |
$ | (13,879,469 | ) |
The
accompanying notes are an integral part of the unaudited condensed financial statements.
KERNEL
GROUP HOLDINGS, INC.
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Nine
Months Ended
September 30, 2023 | | |
For the Nine
Months Ended
September 30, 2022 | |
Cash Flows from Operating Activities: | |
| | | |
| | |
Net (loss) income | |
$ | (8,403,889 | ) | |
$ | 12,718,946 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |
| | | |
| | |
Income from investments held in Trust Account | |
| (1,522,366 | ) | |
| (1,838,466 | ) |
Interest expense - amortization of debt discount | |
| 1,322,101 | | |
| — | |
Unrealized loss (gain) on the change in fair value of warrant liabilities | |
| 1,264,896 | | |
| (11,753,875 | ) |
Change in fair value of derivative liabilities – forward purchase agreement | |
| 6,261,728 | | |
| — | |
Gain on waiver of deferred underwriting commissions by underwriter | |
| (755,346 | ) | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| (2,731 | ) | |
| 285,464 | |
Accounts payable | |
| 2,570,460 | | |
| 4,033 | |
Accrued expenses and other current liabilities | |
| (1,934,455 | ) | |
| 187,681 | |
Accrued expenses - related party | |
| 90,000 | | |
| 103,852 | |
Net cash used in operating activities | |
| (1,109,602 | ) | |
| (292,365 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Cash deposited into Trust Account | |
| (2,100,000 | ) | |
| — | |
Proceeds from Trust Account for payment to redeeming shareholders | |
| 246,225,328 | | |
| — | |
Net cash provided by investing activities | |
| 244,125,328 | | |
| — | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from promissory note - related party | |
| 1,667,311 | | |
| — | |
Proceeds from convertible promissory note | |
| 1,450,000 | | |
| — | |
Payment to redeeming shareholders | |
| (246,225,328 | ) | |
| — | |
Offering costs paid | |
| — | | |
| (70,000 | ) |
Net cash used in financing activities | |
| (243,108,017 | ) | |
| (70,000 | ) |
| |
| | | |
| | |
Net Change in Cash | |
| (92,291 | ) | |
| (362,365 | ) |
Cash - Beginning of the period | |
| 93,095 | | |
| 474,945 | |
Cash - End of the period | |
$ | 804 | | |
$ | 112,580 | |
| |
| | | |
| | |
Non-cash investing and financing activities: | |
| | | |
| | |
Waiver of deferred underwriting commissions by underwriter | |
$ | 9,910,904 | | |
$ | — | |
The
accompanying notes are an integral part of the unaudited condensed financial statements.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN
Kernel
Group Holdings, Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November
10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).
As
of September 30, 2023, the Company had not commenced any operations. All activity from November 10, 2020 through September 30, 2023 relates
to the Company’s formation and the preparation of its initial public offering (“Initial Public Offering”), as described
below, and since the closing of the Initial Public Offering, the search for a target for the Business Combination. The Company will not
generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates
non-operating income in the form of dividend income, interest income or gains on investments held in a trust account (“Trust Account”) from the proceeds derived from the Initial Public Offering.
The
Company’s sponsor was Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Original Sponsor”).
The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021. On February 5,
2021, the Company consummated its Initial Public Offering of 30,475,000 units (the “Units” and, with respect to the Class
A ordinary shares included in the Units being offered, the “Public Shares”), including 3,975,000 additional Units to cover
the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately
$304.8 million, and incurring offering costs of approximately $17.4 million, of which approximately $10.7 million was for deferred underwriting
commissions. On May 24, 2023, the underwriters agreed to waive their rights to the fee payable by the Company for deferred
underwriting commissions, with respect to any potential Business Combination of the Company (see Note 6).
Simultaneously
with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of 8,750,000 warrants (the “Private Placement
Warrants”), at a price of $1.00 per Private Placement Warrant with the Original Sponsor, generating gross proceeds of approximately
$8.8 million, which is discussed in Note 4.
On
December 28, 2022, the Company entered into a purchase agreement with the Original Sponsor, and VKSS
Capital, LLC, a Delaware corporation (the “New Sponsor” or “Sponsor”), pursuant to which the New Sponsor, or
an entity designated by the New Sponsor, will purchase from the Original Sponsor Class B ordinary shares of the Company, par
value $ per share and Private Placement Warrants, each of which is exercisable to purchase one Class A ordinary share
of the Company, par value $ per share, for an aggregate purchase price of $ payable at the time the Company effects the initial
Business Combination. Upon the closing of the initial Business Combination, New Sponsor shall also convey Class B ordinary
shares to the equityholders of the Original Sponsor, as of December 28, 2022, pro rata based on the equityholders’ underlying
interest in the Company’s Class B ordinary shares as of December 28, 2022 (see Note 4).
Upon
the closing of the Initial Public Offering and the Private Placement, approximately $304.8
million ($10.00
per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in the
Trust Account with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee and has been
invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940 (the “Investment Company Act”), as amended, having a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only
in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business
Combination and (ii) the distribution of the Trust Account as described below.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or
assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection
with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
The
Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a
portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to
approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any
pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value
and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification
(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority
of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock
exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will,
pursuant to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles
of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the
“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder
approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder
approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to
the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares
irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date
for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business
Combination, the holders of the Founder Shares (as defined in Note 4) prior to this Initial Public Offering (the “Initial Shareholders”)
agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business
Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public
Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement
regarding an initial Business Combination without the prior consent of the New Sponsor.
Notwithstanding
the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The
Company’s New Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public
Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination
within 30 months (including six month extension) from the closing of the Initial Public Offering, or February 5, 2024, (the “Combination
Period”) or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination
activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
If
the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the
board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law.
In
connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust
Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes
payable and up to $100,000 of interest to pay dissolution expenses).
The
Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial
Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the
Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their
deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be
available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per
share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially
held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to
the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business
combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of
the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will
have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s
independent registered public accounting firm), prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Charter
Amendment and Share Redemptions
In
an extraordinary general meeting held on February 3, 2023, shareholders approved a charter amendment (the “February Charter
Amendment”), changing the structure and cost of the Company’s right to extend the date by which the Company must (i)
consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to
complete such business combination, and (iii) redeem or repurchase 100%
of the Company’s Public Shares (the “Termination Date”), which was previously February 5, 2023 (the “August
Charter Amendment Proposal”). The February Charter Amendment allowed the Company to extend the Termination Date by up to six
(6) one-month extensions to August 5, 2023 (each, an “Extension,” and such later date, the “Extended
Deadline”) provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be
automatically extended to the next succeeding business day. To effect each 1-month Extension, the Company, its Sponsor or any of
their affiliates or designees must deposit into the Company’s Trust Account with Continental by the applicable Extended
Deadline (the “Extension Payment”), the lesser of (x) $300,000
or (y) $0.06 per share for each of the
Company’s publicly held shares outstanding as of the deadline prior to the extension (after giving effect to redemptions in
connection with the approval of the February Charter Amendment by the Company’s shareholders with respect to the first such
extension). In connection with the approval of the Extension Amendment Proposal, the shareholders also approved a proposal to amend the Company’s
trust agreement with Continental (the “Trust Agreement”), pursuant to which the Company’s Trust Agreement with Continental
was amended to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate
the Trust Account if the Company has not completed its initial Business Combination to the procedures in the February Charter Amendment
(the “Trust Amendment Proposal”). In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the shareholders
meeting, holders of 22,848,122
of the Company’s Public Shares exercised their right to redeem those shares for
cash at an approximate price of $10.15
per share, for an aggregate of approximately $231.9
million. Following the payment of the redemptions, the Trust Account had a balance of approximately $74.7
million before the first Extension Payment.
The
shareholders of the Company approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
(the “August Charter Amendment”) at the August 3, 2023 shareholders
meeting, changing the structure and cost of the Company’s right to
extend the Termination Date by up to six (6) one-month Extensions to February 5, 2024, provided that if any Extended Deadline ends on
a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day (the “Second
Extension Amendment Proposal”). To effect each Extension, the Company, its sponsor or any of their affiliates or designees must
deposit into the Company’s Trust Account with Continental an Extension Payment (after giving effect to redemptions in connection
with the approval of the August Extension Charter Amendment) the lesser of (x) $150,000 or (y) $0.04 per share for each of the Company’s
Public Shares outstanding as of the applicable Extended Deadline, unless the closing of the Company’s initial business combination
shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
In connection with the approval of the Second Extension Amendment Proposal, the shareholders also approved a proposal to amend the Trust
Agreement, pursuant to which the Company’s Trust Agreement with Continental was amended to conform the procedures in the Trust Agreement
by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial
Business Combination to the procedures in the August Charter Amendment (the “Second Trust Amendment Proposal”).
In
connection with the approval of the Second Extension Amendment Proposal and the Second Trust Amendment Proposal at the August 3,
2023 shareholders meeting, holders of 1,310,929
of the Company’s Class A ordinary shares exercised their rights to redeem those shares for cash at an approximate price of
$10.42
per share, for an aggregate of approximately $13.6
million. Following the payment of the redemptions, the Trust Account has a
balance of $66,631,804
inclusive of extension payments at September 30, 2023.
On each
of February 9, 2023, March 7, 2023, April 4, 2023, May 9,2023, June 6,2023, and July 5, 2023 the Company deposited $300,000, and on each
of August 3, 2023 and September 5, 2023 the Company deposited $150,000 into the Trust Account to extend the date to consummate a Business
Combination through March 5, 2023, April 5, 2023, May 5, 2023, June 5, 2023, July 5, 2023, August 5, 2023, September 5, 2023, October
5, 2023, and November 5, 2023, respectively. For the nine months ended September 30, 2023, cash deposited into the Trust Account in relation to the extensions
amounted to $2,100,000.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Proposed
Business Combination
On
March 3, 2023, the Company entered into a business combination agreement by and among the Company, AIRO Group, Inc., a Delaware corporation
and a wholly owned subsidiary of the Company (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of ParentCo (“AIRO Merger Sub”), the Company’s Sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative
for the Company’s shareholders (the “Seller Representative”), and AIRO Group Holdings, Inc., a Delaware corporation
(“AIRO Group Holdings”), referred to collectively as the parties (the “Parties”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”),
pursuant to which, among other things, the Company will change the Company’s jurisdiction of incorporation by deregistering as
a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware
(the “Domestication”).
In
connection with the Domestication, each Class B ordinary share, par value $0.0001 per share, shall convert into a share of Class B common
stock, par value $0.0001 per share, and each Class A ordinary share, par value $0.0001 per share, shall convert into a share of Class
A common stock, par value $0.0001 per share. Further, each share of Class B common stock and each share of Class A common stock that
is then issued and outstanding shall convert automatically, on a one-for-one basis, into one share of Kernel common stock (the “Kernel
Common Stock”).
Following
the Domestication, the parties will effect the merger of Kernel Merger Sub with and into the Company, with the Company continuing as
the surviving entity as a wholly owned subsidiary of ParentCo (the “First Merger”). Immediately following the First Merger,
AIRO Merger Sub will merge with and into AIRO Group Holdings, with AIRO Group Holdings continuing as the surviving entity as a wholly
owned subsidiary of ParentCo (the “Second Merger” and the other transactions contemplated by the Business Combination Agreement,
together, the “Transaction”).
As
consideration for the Second Merger, the holders of AIRO Group Holdings’ securities collectively shall be entitled to receive from
ParentCo, in the aggregate, a number of shares of ParentCo common stock with an aggregate value equal to (the “AIRO Merger Consideration”)
(a) $770,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount,
if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing
net debt exceeds the target net debt of $75,000,000, by more than $500,000 (but not less than zero), plus (e) the amount, if any, by
which the target net debt of $75,000,000 exceeds closing net debt, minus (f) the amount, if any, by which the company transaction expenses
exceed the target company transaction expenses of $14,000,000 (but not less than zero). In addition, holders of AIRO Group
Holdings’ securities shall have the contingent right to receive from ParentCo, in the aggregate, up to 33,000,000 additional shares
of ParentCo common stock, and the Sponsor shall have the contingent right to receive up to 3,300,000 shares of ParentCo Common Stock (the
“Earnout Shares”). In the event that for any full 12-month period (each an “Earnout Period”) commencing on or
after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter
following the Closing Date (the “Earnout End Date,” and the period between the Earnout Start Date and the Earnout End Date,
the “Earnout Eligibility Period”) ParentCo’s revenue is (i) greater than or equal to $42,600,000 for the first time
during the Earnout Eligibility Period, (ii) greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period,
and (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then upon the occurrence of
each (i), (ii), and (iii), ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s pro rata share
of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares. In the event that ParentCo’s EBITDA for any
Earnout Period is (x) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period, (y) greater than
or equal to $4,000,000 for the first time during the Earnout Eligibility Period and (z) greater than or equal to $98,600,000 for the first
time during the Earnout Eligibility Period, then upon the occurrence of each (x), (y), and (z), ParentCo shall issue to each of the stockholders
of AIRO Group Holding such stockholder’s pro rata share of 4,400,000 Earnout Shares and the Sponsor shall be issued 440,000 Earnout
Shares.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties
(unless waived): (i) approval of the shareholders of Kernel and AIRO Group Holdings of the Transaction and the other matters requiring
shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii)
receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been
declared effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a Material Adverse Effect with
respect to the other party; (viii) the satisfaction of the $5,000,001 minimum net tangible asset test by Kernel; (ix) approval from Nasdaq
for the listing of the shares of ParentCo’s common to be issued in connection with the Transaction; and (x) reconstitution of the
Post-Closing Board as contemplated under the Business Combination Agreement.
In
addition, unless waived by AIRO Group Holdings, the obligations of AIRO Group Holdings to consummate the Transaction are subject to the
satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined
and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties
of Kernel being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions,
including materiality qualifiers); (ii) Kernel having performed in all material respects its obligations and complied in all material
respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on
or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Kernel since the date of the Business
Combination Agreement which is continuing and uncured; (iv) the replacement of the Replacement Warrants and Replacement Options; (v)
at the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the trust account (after giving effect to
the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment,
fifty percent (50%) of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during
the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any
executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such
cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date.
Finally,
unless waived by Kernel, the obligations of Kernel to consummate the Transaction are subject to the satisfaction of the following additional
Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below),
customary certificates and other Closing deliverables: (i) the representations and warranties of AIRO Group Holdings being true and correct
as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers);
(ii) AIRO Group Holdings having performed in all material respects their respective obligations and complied in all material respects
with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by
them on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to AIRO Group Holdings and its
subsidiaries on a consolidated basis since the date of the Business Combination Agreement which is continuing and uncured; (iv) delivery
of AIRO’s 2022 Audited Financials within 60 days of the Business Combination Agreement’s signing; (v) the completion of Kernel’s
legal due diligence of AIRO Group Holdings and its subsidiaries to Kernel’s reasonable satisfaction; (vi) the replacement of the
Replacement Warrants and Replacement Options; and (vii) the aggregate amount of all Indebtedness of the Target Companies due earlier
than 180 days after the Closing (less Company cash at Closing) is less than Fifty Million U.S. Dollars ($50,000,000).
On August 29, 2023, the Company, ParentCo, Kernel Merger Sub, AIRO Merger
Sub, Seller Representative, AIRO Group Holdings, and the Sponsor entered into the First Amendment to the Business Combination Agreement
(the “First Amendment”). The First Amendment amends the Business Combination Agreement to make certain changes to the earnout
provisions to fix the number of Earnout Shares that can be granted in each Earnout Period based on a $10.00 per share price.
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
The escalation
in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability
of the Middle East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more
severe.
The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these
condensed financial statements.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As a result
of political tensions in the Middle East and the military action commenced in February 2022 by the Russian Federation and Belarus in
the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations
of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.
Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may
be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing
being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy
and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination
are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Going
Concern
As
of September 30, 2023, the Company had approximately $804 in its operating bank account and a working capital deficit of $13,027,621.
The
Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Original Sponsor to cover for certain
expenses in exchange for the issuance of the Founder Shares, the loan of $ from the Original Sponsor under the Note, certain portion
of the proceeds from the consummation of the Private Placement not held in the Trust Account, the Promissory Note of $2,100,000, and
Convertible Promissory Note of $1,450,000. The Company repaid $ of the loan from the Original Sponsor in February 2021. In addition,
in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. If the Company
completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to
the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a
Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Management
has determined that the Company has access to funds from the Sponsor or an affiliate of the Sponsor, or certain of our officers and
directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over
this time period, the Company will be using these funds for paying certain existing accounts payable, identifying and evaluating
prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business
Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of
Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company have determined that the
liquidity condition, the date of the mandatory liquidation and subsequent dissolution raises substantial doubt about the
Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or
liabilities should the Company be required to liquidate after December 5, 2023, with the option to extend an additional two months
to February 5, 2024, as permitted by the Company’s governing documents. The unaudited condensed financial statements do not include any adjustment that might be necessary if the
Company are unable to continue as a going concern. The Company’s management plans to complete a business combination prior to
the mandatory liquidation date.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q
and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the
annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required
for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial
statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances
and results for the period presented. Operating results for the three and nine months ended September 30, 2023, are not necessarily
indicative of the results that may be expected through December 31, 2023, or any future period.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K filed with the SEC.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.
Use
of Estimates
The
preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the
estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which
the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming
events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination
of the fair value of the warrant liability and forward purchase agreement. Actual results could differ from those estimates.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in Trust Account.
The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured
limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s
financial condition, results of operations, and cash flows.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2023 or December 31, 2022.
Investments
Held in Trust Account
Until February 2023, the Company’s portfolio of investments held
in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally
have a readily determinable fair value, or a combination thereof. In July 2023, the Company instructed Continental to instead hold the
funds in the Trust Account in an interest-bearing demand deposit account. In February 2023, the Company transferred the funds in the Trust
Account into cash, and in August 2023, the Company transferred the Trust Account funds back to an interest-bearing demand deposit account.
When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified
as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments
are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at
fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included
in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair
values of investments held in the Trust Account are determined using available market information. During the nine months ended September
30, 2023, $246,225,328 was paid to redeeming shareholders. At September 30, 2023 and December 31, 2022, the investments held in the Trust
Account totaled $66,631,804 and $309,234,766, respectively.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair
Value Measurements”, equals or approximates the carrying amounts represented in the balance sheets, except for warrant liabilities
(see Note 10).
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
|
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
|
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
Derivative
Financial Instruments
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification
of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end
of each reporting period.
The
warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities
in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the
instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised.
The fair value of warrants issued in connection with the Private Placement has been measured by using the market value of the public
warrants. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo
simulation and subsequently has been measured based on the market price at each measurement date when separately listed and traded. The
determination of the fair value of the derivative liability may be subject to change as more current information becomes available and
accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The Forward Purchase Agreement (see Note 6) is classified as
a derivative in the condensed balance sheets with changes in the fair value recognized in the unaudited condensed statements of operations.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Convertible
Promissory Notes
On
March 23, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $600,000 (the ‘First Polar
Fund Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of 600,000 Class A
Common Stock at the closing of a business combination (“Share Rights”). At the option of Polar Multi-Strategy Master Fund,
upon the closing of a business combination, the outstanding principal of $600,000 at September 30, 2023 may be converted into a number
of Class A Common Stock at a rate of one Class A Common Stock for each $10.00 of additional capital contribution (60,000 shares).
On
April 4, 2023, Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ (“the Aesther Healthcare
Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of Class A Common
Stock at the closing of a business combination (“Share Rights”). At the option of Aesther Healthcare Sponsor, upon the closing
of a business combination, the outstanding principal of $ at September 30, 2023 may be converted into a number of Class A Common
Stock at a rate of one Class A Common Stock for each $ of additional capital contribution ( shares).
On
April 25, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $800,000 (the “Second Polar
Fund Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of 800,000 Class A
Common Stock at the closing of a business combination (“Share Rights”). At the option of Polar Multi-Strategy Master Fund,
upon the closing of a business combination, the outstanding principal of $800,000 at September 30, 2023 may be converted into a number
of Class A Common Stock at a rate of one Class A Common Stock for each $10 of additional capital contribution (80,000 shares).
Collectively,
the First Polar Fund Convertible Note, the Aesther Healthcare Convertible Note and the Second Polar Fund Convertible Note are referred
to as the Convertible Notes. The Company accounted for its Share Rights as equity-classified instruments based on an assessment of the
Share Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the
Share Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and
whether the Share Rights meet all the requirements for equity classification under ASC 815, including whether the Share Rights are indexed
to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use
of professional judgment, was conducted at the time of Share Rights issuance. Both the Convertible Promissory Note and the Share Rights
meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2, “Debt With Conversion
and Other Options”, requiring that the loan proceeds be allocated to the two instruments based on their relative fair values.
At March 23, 2023, the Company allocated $53,191 of the proceeds to the First Polar Fund Convertible Note and $546,809 for the Share
Rights. At April 4, 2023, the Company allocated $4,409 of the proceeds to the Asther Healthcare Convertible Note and $45,591 for the
Share Rights. At April 25, 2023, the Company allocated $70,299 of the proceeds to the Second Polar Fund Convertible Note and $729,701
for the Share Rights. The Share Rights are recognized as a debt discount to the Convertible Promissory Notes and accreted through interest
expense to the face value of the Convertible Promissory Notes utilizing an effective interest method. At September 30, 2023, the carrying
value of the Convertible Promissory Notes (see Note 5) was $1,450,000, reflecting the fully amortized discount.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant
liabilities are expensed as incurred, and presented as other income (expenses) in the unaudited condensed statements of operations. Offering
costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the
completion of the Initial Public Offering. The Company classified deferred underwriting commissions as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class
A Ordinary Shares Subject to Possible Redemption
The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing
Liabilities from Equity. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments
and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, the Company
had 6,315,949 and 30,475,000 Class A ordinary shares subject to possible redemption, that are presented as temporary equity, outside
of the shareholders’ deficit section of the Company’s condensed balance sheets, respectively. During the nine months ended
September 30, 2023, 24,159,051 Class A ordinary shares were redeemed by shareholders.
Under
ASC 480-10 S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying
value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting
period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company
recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to
the extent available) and accumulated deficit.
Net
Income (Loss) per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company
has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are
shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net
income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares
outstanding for the respective period.
The
calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in
the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 Class A ordinary shares in calculation of diluted
income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the
treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three
and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from
earnings per share as the redemption value approximates fair value.
The
Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent
on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares
in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.
SCHEDULE
OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE
| |
For the Three Months Ended
September 30, 2023 | | |
For the Three Months Ended
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net income - basic and diluted | |
$ | 112,997 | | |
$ | 74,160 | | |
$ | 1,838,361 | | |
$ | 459,590 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average ordinary shares outstanding, basic and diluted | |
| 11,608,672 | | |
| 7,618,750 | | |
| 30,475,000 | | |
| 7,618,750 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | 0.06 | | |
$ | 0.06 | |
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
| |
For the Nine Months Ended
September 30, 2023 | | |
For the Nine Months Ended
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net (loss) income - basic and diluted | |
$ | (5,192,125 | ) | |
$ | (3,211,764 | ) | |
$ | 10,175,157 | | |
$ | 2,543,789 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average ordinary shares outstanding, basic and diluted | |
| 12,316,438 | | |
| 7,618,750 | | |
| 30,475,000 | | |
| 7,618,750 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per ordinary share | |
$ | (0.42 | ) | |
$ | (0.42 | ) | |
$ | 0.33 | | |
$ | 0.33 | |
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes.” ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023
and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.
There
is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.
Recent
Accounting Pronouncements
In
June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale
Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity
security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that
are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.
The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within
those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made
available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements.
The
Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently
adopted, would have a material effect on the Company’s financial statements.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
3. INITIAL PUBLIC OFFERING
On
February 5, 2021, the Company consummated its Initial Public Offering of 30,475,000 Units, including 3,975,000 Over-Allotment Units,
at $10.00 per Unit, generating gross proceeds of approximately $304.8 million, and incurring offering costs of approximately $17.4 million,
of which approximately $10.7 million was for deferred underwriting commissions. In the nine months ended September 30, 2023, 24,159,051
Class A ordinary shares were redeemed by shareholders.
Each
Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public
Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment
(see Note 9).
NOTE
4. RELATED PARTY TRANSACTIONS
Founder
Shares
On
November 19, 2020, the Original Sponsor paid an aggregate of $ for certain expenses on behalf of the Company in exchange for issuance
of Class B ordinary shares (the “Founder Shares”). On January 11, 2021, the Company effected a 1 for 1.25 forward
stock split of the Founder Shares that increased the number of outstanding Founder Shares from 5,750,000 to 7,187,500 shares, and the
Original Sponsor transferred an aggregate of 75,000 Founder Shares to the independent directors and an aggregate of 50,000 Founder Shares
to the Former Advisors. On February 2, 2021, the Company effected a 1 for 1.06 forward stock split of the Founder Shares that increased
the number of outstanding Founder Shares from 7,187,500 to 7,618,750 shares and resulted in the Original Sponsor holding 7,493,750 Founder
Shares. The Original Sponsor agreed to forfeit up to an aggregate of 993,750 Founder Shares to the extent that the option to purchase
additional Units was not exercised in full by the underwriters or was reduced, so that the Founder Shares would represent 20% of the
Company’s issued and outstanding shares after the Initial Public Offering. On February 5, 2021, the underwriter fully exercised
its over-allotment option; thus, these 993,750 Founder Shares are no longer subject to forfeiture.
The
Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after
the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of
the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after the initial
Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar
transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or
other property.
On
December 28, 2022, the Company entered into a purchase agreement with the Original Sponsor, and the New Sponsor, pursuant to which the
New Sponsor, or an entity designated by the New Sponsor, will purchase from the Original Sponsor Class B ordinary shares of
the Company, par value $ per share and Private Placement Warrants, each of which is exercisable to purchase one Class
A ordinary share of the Company, par value $ per share, for an aggregate purchase price of $ payable at the time the Company
effects the initial Business Combination. Upon the closing of the initial Business Combination, New Sponsor shall also convey
Class B ordinary shares to the equityholders of the Original Sponsor, as of the Effective Date, pro rata based on the equityholders’
underlying interest in the Company’s Class B ordinary shares as of the Effective Date.
Private
Placement Warrants
Simultaneously
with the closing of the Initial Public Offering, the Company consummated a Private Placement of
8,750,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Original Sponsor, generating gross proceeds
of approximately $8.8 million.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
On
December 28, 2022, the Original Sponsor transferred all Private Placement Warrants to the New Sponsor.
Each
whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the
proceeds from the sale of the Private Placement Warrants to the Original Sponsor was added to the proceeds from the Initial Public Offering
held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement
Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as
they are held by the Sponsor or its permitted transferees.
The
Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of
their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related
Party Loans
In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an
affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds
as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the
Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid
only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used
to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of
the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans.
During
the nine months ended September 30, 2023, the Company entered into loan agreements with eleven investors and the Sponsor (the “Loan
Agreements”). Pursuant to the Loan Agreements, the investors loaned the Sponsor a total of $2,100,000, which will in turn be loaned
by the Sponsor to the Company, to cover a portion of the extension fees with any remaining balance to be used for the Company’s
working capital. The Loan Agreements accrue 8% interest per annum and shall be repaid upon closing the initial Business Combination.
The Company intends to pay all principal under the Loan Agreements and shall not be responsible for the payment of any interest on the
loans. As of September 30, 2023, the total amount drawn on the Loan Agreements was $1,667,311.
Administrative
Support Agreement
Commencing
on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business
Combination or its liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, administrative and support
services. For the three months ended September 30, 2023 and 2022, the Company incurred $30,000 and $30,000 for such services, respectively.
For the nine months ended September 30, 2023 and 2022, the Company incurred $90,000 and $90,000 for such services, respectively. As of
September 30, 2023 and December 31, 2022, $260,000 and $170,000 were outstanding, respectively, and included in accrued expenses –
related party as reflected in the accompanying condensed balance sheets.
In
addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due
diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the
Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business
Combination will be made from funds held outside the Trust Account. For the three and nine months ended September 30, 2023 and 2022,
the Company did not incur or reimburse any Business Combination costs to the Sponsor or any related party.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
5. DEBT
The Convertible Promissory Notes are non-interest bearing and are due within
five business days from the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination,
the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Promissory Notes; however, no proceeds
from the Trust Account may be used for such repayment if the Company does not consummate the business combination. The Convertible Promissory
Notes may be converted into Class A Common Stock at one share for each $10.00 of additional capital contribution at the option of the
investor.
The
Company complies with ASC Topic 835, “Interest” (“ASC 835”). In accordance with ASC 835-30, discounts to the
principal amounts are included in the carrying value of the Notes and amortized to “Interest expense” over the remaining
term of the underlying debt to the Convertible Promissory Note’s maturity date.
As
described in Note 1, on March 23, 2023 the Company entered into the First Polar Fund Convertible Note pursuant to which Polar
Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $600,000.
Additionally, the Company on April 25, 2023 entered into the Second Polar Fund Convertible Note, pursuant to which Polar
Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $800,000.
As of September 30, 2023 and December 31, 2022, the outstanding balance under the First and Second Polar Fund Convertible Promissory
Notes amounted to an aggregate of $1,400,000 and
$0,
respectively. The Company recorded $546,809 and
$729,701 for
debt discount upon issuance of the First Polar Fund Convertible Note, and Second Polar Fund Convertible Note, respectively. For the
three and nine months ended September 30, 2023, the amortization of the discount resulted in total interest expense of $403,357 and
$1,276,510
for these loans, respectively.
The
Company also entered into the Aesther Healthcare Convertible Note on April 4, 2023, pursuant to which
Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $. As of September 30, 2023 and December 31, 2022,
the outstanding balance under the Aesther Healthcare Convertible Note amounted to an aggregate of $50,000 and $0, respectively. The Company
recorded a $45,591 debt discount upon issuance of the Aesther Healthcare Convertible Promissory Note. For the three and nine months ended September
30, 2023, the amortization of the discount resulted in interest expense of $13,343 and $45,591 for this loan, respectively.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
and Shareholder Rights
The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Convertible Promissory Note
(and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion
of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon
the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding
short form demands, that the Company registers such securities. In addition, the holders will be entitled to certain demand and “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the final date of the prospectus relating to the Initial Public Offering to purchase
up to 3,975,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 5,
2021, the underwriter fully exercised its over-allotment option.
The
underwriter was entitled to an underwriting discount of $0.20
per unit, approximately $6.1
million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35
per unit, or approximately $10.7
million in the aggregate will be payable to the underwriter for deferred underwriting commissions. On May 24, 2023, the
underwriters agreed to waive its rights to its portion of the fee payable by the Company for deferred underwriting commissions, with
respect to any potential Business Combination of the Company. Of the total $10,666,250
waived fee, $9,910,904 was recorded as a decrease to the common stock subject to redemption and $755,346
was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the condensed statements of operations,
following a manner consistent with the original allocation of the deferred underwriting fees.
Forward
Purchase Agreement
In
February 2023, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) pursuant to
which Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP
(collectively the “Seller”), intends, but is not obligated, to purchase from the Company up to a maximum of 7,700,000
Class A ordinary shares (the “Forward Purchase Shares”) from holders (other than the Company or its affiliates) who have
elected to redeem such shares in connection with the Business Combination. Purchases by Seller will be made through brokers in the
open market after the redemption deadline in connection with the Business Combination at a price no higher than the redemption price
to be paid by the Company in connection with the Business Combination.
The
Seller will determine in its sole discretion the specific number of Forward Purchase Shares (up to 7,700,000) that it will purchase,
if any, and the obligation of the Company to sell the Forward Purchase Shares is subject to the approval of the Seller’s manager
following notice to the Seller that the Company intends to enter into an agreement for a Business Combination.
The Forward Purchase Agreement also provides that the Seller is entitled
to registration rights with respect to the Forward Purchase Shares. The proceeds from the sale of the Forward Purchase Shares may be used
as part of the consideration to the Company in an initial Business Combination, expenses in connection with an initial Business Combination
or for working capital in the post-Business Combination company. These purchases are required to be made regardless of whether any Class
A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for an
initial Business Combination. The forward purchase shares will be issued only in connection with the closing of an initial Business Combination.
The Company accounts for the Forward Purchase Agreement in accordance with
the guidance contained in ASC 480-10. Such guidance provides that because the forward purchase agreement does not meet the criteria for
equity treatment thereunder, the agreement must be recorded as a liability. Accordingly, the Company classifies the forward purchase agreement
as an asset or liability at its fair value. This asset or liability is subject to re-measurement at each balance sheet date. With each
such remeasurement, the asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s
condensed statements of operations.
The
Company fair valued the Forward Purchase Agreement at September 30, 2023 with a value of $6,261,728.
Premium
Finance Agreement - D&O Insurance
In
order to obtain a public company directors and officers insurance policy (“D&O Insurance”), the Company entered into
two agreements with premium financing lenders, where by the lenders paid the D&O Insurance premium for the company (“Premium
Finance Agreements”). If the Company were to not pay the lenders monthly installment payments, the lenders would cancel the D&O
Insurance and the remaining D&O Insurance premium would be returned to the lenders. In addition, if the Company were to cancel the
D&O Insurance, the remaining D&O Insurance premium would be returned to the lenders.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
first Premium Finance Agreement is for $350,000 and accrues interest at a fixed rate of 7.5% per annum for a total of $3,136 over the
term of the Premium Finance Agreement. Monthly payments of $35,784, were paid in four monthly installments, which commenced on February
28, 2023 with a maturity date of May 28, 2023. Upon entering into the Premium Finance Agreement, an upfront payment of $210,000 was due
and paid on March 27, 2023.
The
second Premium Finance Agreement is for $194,569 and accrues interest at a fixed rate of 7.5% per annum for a total of $1,744 over the
term of the Premium Finance Agreement. Monthly payments of $19,893, were paid in four monthly installments, which commenced on February
28, 2023 with a maturity date of May 28, 2023. Upon entering into the Premium Finance Agreement, an upfront payment of $116,741 was due
and paid on March 27, 2023.
During
the three months ended September 30, 2023, the total expenses incurred under the Premium Finance Agreements, covering upfront,
monthly and interest payments was $136,578
and are included in general and administrative costs on the accompanying statements of operations. During the nine months ended
September 30, 2023, the total expenses incurred under the Premium Finance Agreements, covering upfront, monthly and interest
payments was $548,665
and are included in general and administrative costs on the accompanying statements of operations. The total cash disbursements made
under the Finance Agreements totaled $545,302 for
the nine months ended September 30, 2023.
NOTE
7. WARRANTS
As
of September 30, 2023 and December 31, 2022, the Company had 15,237,500 Public Warrants and 8,750,000 Private Placement Warrants outstanding.
Public
Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units
and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has
an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public
Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants
on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than twenty (20)
business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with
the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.
If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th
day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the
above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at
its option, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required
to file or maintain in effect a registration statement.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked
securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective
issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the
board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares
held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z)
the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the
price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and
the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market
Value and the Newly Issued Price.
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i)
that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not
be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions,
(ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or such
its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants
on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor
or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable
by such holders on the same basis as the Public Warrants.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00:
Once
the warrants become exercisable, the Company may call the outstanding warrants (except as described herein with respect to the Private
Placement Warrants):
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.01 per warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption; and |
|
● |
if,
and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per
share (as adjusted) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which
the Company sends the notice of redemption to the warrant holders. |
The
Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class
A ordinary shares is available throughout the 30-day redemption period.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00:
Once
the warrants become exercisable, the Company may redeem the outstanding warrants:
|
● |
in
whole and not in part; |
|
● |
at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference
to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; |
|
● |
if,
and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days
within the 30-trading-day period ending three trading days before the Company sends the notice of redemption to the warrant holders;
and |
|
● |
if
the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading-day period ending on the third trading
day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as
adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public
Warrants, as described above. |
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
“fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class
A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than
0.361 Class A ordinary shares per warrant (subject to adjustment).
In
no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within
the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such
funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust
Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE
8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
The
Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control
and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value
of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September
30, 2023 and December 31, 2022, there were 6,315,949 and 30,475,000, respectively, of Class A ordinary shares outstanding, which were
all subject to possible redemption and are classified outside of permanent equity in the balance sheets.
The
Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table:
SCHEDULE
OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Class A ordinary shares subject to possible redemption as of December 31, 2022 | |
| 309,134,766 | |
Redemption of shares | |
| (232,542,916 | ) |
Remeasurement of carrying value to redemption value | |
| 1,559,464 | |
Class A ordinary shares subject to possible redemption as of March 31, 2023 | |
| 78,151,314 | |
Derecognition of deferred underwriting fee payable allocated to Class A ordinary shares | |
| 9,910,904 | |
Remeasurement of carrying value to redemption value | |
| (9,010,904 | ) |
Class A ordinary shares subject to possible redemption as of June 30, 2023 | |
| 79,051,314 | |
Redemption of shares | |
| (13,682,412 | ) |
Remeasurement of carrying value to redemption value | |
| 1,162,902 | |
Class A ordinary shares subject to possible redemption as of September 30, 2023 | |
$ | 66,531,804 | |
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
9. SHAREHOLDERS’ DEFICIT
Preference
Shares-The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of September
30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class
A Ordinary Shares-The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share.
Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. During the nine months ended September
30, 2023, 24,159,051 Class A ordinary shares were redeemed by shareholders. As of September 30, 2023 and December 31, 2022, there were
6,315,949 and 30,475,000 Class A ordinary shares outstanding, all of which were subject to possible redemption and included as temporary
equity (see Note 8).
Class
B Ordinary Shares-The Company is authorized to issue 50,000,000
Class B ordinary shares with a par value of $0.0001
per share. There were 7,618,750
shares issued and outstanding as of September
30, 2023 and December 31, 2022.
Class
A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be
voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote
together as a single class on all matters submitted to a vote of the shareholders except as required by law.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a
ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on
an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial
Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise
of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation
to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable
for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination
and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working
Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE
10. FAIR VALUE MEASUREMENTS
The
following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a
recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company
utilized to determine such fair value:
SCHEDULE
OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
September 30, 2023 | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
Money market funds | |
$ | 66,631,804 | | |
$ | 66,631,804 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative liability - forward purchase | |
$ | 6,261,728 | | |
| | | |
| | | |
$ | 6,261,728 | |
Warrant liability – Public Warrants | |
$ | 914,250 | | |
$ | — | | |
$ | 914,250 | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 525,000 | | |
$ | — | | |
$ | 525,000 | | |
$ | — | |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
Money market funds | |
$ | 309,234,766 | | |
$ | 309,234,766 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 86,854 | | |
$ | 86,854 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement | |
$ | 87,500 | | |
$ | — | | |
$ | 87,500 | | |
$ | — | |
Warrant liability | |
$ | 87,500 | | |
$ | — | | |
$ | 87,500 | | |
$ | — | |
Transfers
to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement
Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022 due to the
use of an observable market quote for a similar asset in an active market. The estimated fair value of the Public Warrants transferred from a Level 1 fair value measurement to a Level 2 fair value measurement
in the second quarter of 2023 due to limited trading activity observed.
Level
1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual
trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of
its investments.
For
periods where no observable traded price was available, the fair value of the Public Warrants issued in connection with the Initial Public
Offering, the Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting
period and Black-Scholes Option Pricing Model to estimate the fair value of the private warrants at each reporting period, with changes
in fair value recognized in the unaudited condensed statements of operations.
The
estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined
using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life,
and risk-free interest rate. The Company estimates the volatility based on historical volatility of select peer company’s shares that
matches the expected remaining life of the Forward Purchase Agreement. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve
on the grant date for a maturity similar to the expected remaining life of the Forward Purchase Agreement. The expected life of the Forward Purchase Agreement is assumed
to be equivalent to their remaining contractual term. Any changes in these assumptions can change the valuation significantly.
The
following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date:
SCHEDULE
OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS
Forward Purchase Agreement | |
At September 30, 2023 | |
Exercise price | |
$ | 10.53 | |
Stock Price | |
$ | 10.61 | |
Time to Business Combination (years) | |
| 3.13 | |
Risk-free rate | |
| 4.68 | % |
Volatility rate | |
| 4.80 | % |
Probability of completing an initial Business Combination | |
| 75 | % |
The
following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured
at fair value on a recurring basis:
SCHEDULE
OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS
Forward Purchase Agreement liabilities at December 31, 2022 | |
| — | |
Unrealized loss | |
| 5,473,232 | |
Fair value as of June 30, 2023 | |
$ | 5,473,232 | |
Unrealized loss | |
| 788,496 | |
Fair value as of September 30, 2023 | |
$ | 6,261,728 | |
NOTE
11. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued.
Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required
adjustment or disclosure in the unaudited condensed financial statements.
On
October 5, 2023, The Company 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 October 5, 2023, to November 5, 2023. The Extension is the third of six-monthly extensions permitted under the Company’s governing
documents.
On
November 6, 2023, The Company 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 November 5, 2023, to December 5, 2023. The Extension is the fourth of six-monthly extensions permitted under the Company’s
governing documents.
On November 1, 2023 and
November 6, 2023, the Company entered into loan agreements with two investors and the Sponsor (the “November Loan Agreements”).
Pursuant to the November Loan Agreements, the investors loaned the Sponsor a total of $250,000, which will in turn be loaned by the Sponsor
to the Company, to cover a portion of the extension fees with any remaining balance to be used for the Company’s working capital.
The Loan Agreements accrue 8% interest per annum and shall be repaid upon closing the initial Business Combination. The Company intends
to pay all principal under the Loan Agreements and shall not be responsible for the payment of any interest on the loans.
Item
2. Management’s Discussion And Analysis of Financial Condition and Results of Operations
References
to the “Company,” “Kernel Group Holdings, Inc..,” “Kernel,” “our,” “us” or
“we” refer to Kernel Group Holdings, Inc. The following discussion and analysis of the Company’s financial condition
and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto
contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the
Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that
could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical
fact included in this Quarterly Report including, without limitation, statements under “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans
and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report, words such as
“expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”
and variations and similar words and expressions, as they relate to us or the Company’s management, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available
to the Company’s management. A number of factors could cause actual events, performance or results to differ materially from the
events, performance and results discussed in the forward-looking statements. For information identifying important factors that could
cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section
of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023. The
Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly
required by applicable securities law, 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.
Overview
We
are a blank check company incorporated as a Cayman Islands exempted company on November 10, 2020. We were formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated
with emerging growth companies.
Our
sponsor was Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Original Sponsor”). The registration
statement for our Initial Public Offering was declared effective on February 2, 2021. On February 5, 2021, we consummated our Initial
Public Offering of 30,475,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being
offered, the “Public Shares”), including 3,975,000 additional Units to cover the underwriters’ over-allotment (the
“Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately $304.8 million, and incurring offering
costs of approximately $17.4 million, of which approximately $10.7 million was for deferred underwriting commissions.
Simultaneously
with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 8,750,000
warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price
of $1.00 per Private Placement Warrant with the Original Sponsor, generating gross proceeds of approximately $8.8 million.
On
December 28, 2022, we entered into a purchase agreement with the Original Sponsor, and VKSS Capital, LLC, a Delaware corporation (the
“New Sponsor” or “Sponsor”), pursuant to which the New Sponsor, or an entity designated by the New Sponsor, will
purchase from the Original Sponsor 7,618,500 Class B ordinary shares, par value $0.0001 per share and 8,750,000 Private Placement Warrants,
each of which is exercisable to purchase one Class A ordinary share, par value $0.0001 per share, for an aggregate purchase price of
$1.00 payable at the time we effect the initial Business Combination. Upon the closing of the initial Business Combination, New Sponsor
shall also convey 2,000,000 Class B ordinary shares to the equityholders of the Original Sponsor, as of December 28, 2022, pro rata based
on the equityholders’ underlying interest in our Class B ordinary shares as of the December 28, 2022.
Upon
the closing of the Initial Public Offering and the Private Placement, approximately $304.8 million ($10.00 per Unit) of the net
proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account
(“Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee and
invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, as amended, having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations, as determined by us, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the
Trust Account as described below.
Our
management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale
of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. Our initial Business Combination must be with one or more operating businesses or assets with a fair market value
equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable
on the interest earned on the Trust Account) at the time we sign a definitive agreement in connection with the initial Business Combination.
However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to
be required to register as an investment company under the Investment Company.
If
we are unable to complete a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose
of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
funds held in the Trust Account and not previously released to us to pay our taxes that were paid by us or are payable by us, if any
(less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption
will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the our obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law.
Charter
Amendment and Share Redemptions
In an extraordinary general meeting held on February 3, 2023, shareholders
approved the charter amendment (the “February Charter Amendment”), changing the structure and cost of the Company’s
right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “business combination”),
(ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s
Public Shares (the “Termination Date”), which was previously February 5, 2023 (the “August Charter Amendment Proposal”).
The February Charter Amendment allowed the Company to extend the Termination Date by up to six (6) one-month extensions to August 5, 2023
(each, an “Extension,” and such later date, the “Extended Deadline”) provided that if any Extended Deadline ends
on a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day. To effect
each Extension, the Company, its Sponsor or any of their affiliates or designees must deposit into the Company’s Trust Account with
Continental by the applicable Extended Deadline (the “Extension Payment”) the lesser of (x) $300,000 or (y) $0.06 per share
for each of the Company’s publicly held shares outstanding as of the deadline prior to the extension (after giving effect to redemptions
in connection with the approval of the February Charter Amendment by the Company’s shareholders with respect to the first such extension).
In connection with the approval of the Extension Amendment Proposal, the shareholders also approved a proposal to amend the Company’s
trust agreement with Continental (the “Trust Agreement”), pursuant to which the Company’s Trust Agreement with Continental
was amended to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate
the Trust Account if the Company has not completed its initial Business Combination to the procedures in the February Charter Amendment
(the “Trust Amendment Proposal”). In connection with the approval of the Extension Amendment and the Trust Amendment Proposal
at the shareholders meeting, holders of 22,848,122 of the Company’s Public Shares exercised their right to redeem those shares for
cash at an approximate price of $10.15 per share, for an aggregate of approximately $231.9 million. Following the payment of the redemptions,
the Trust Account had a balance of approximately $74.7 million before the first Extension Payment.
The shareholders of the Company approved the Amendment to the Amended and
Restated Memorandum and Articles of Association of the Company (the “August Charter Amendment”) at the August 3, 2023 shareholders
meeting, changing the structure and cost of the Company’s right to extend the Termination Date by up to six (6) one-month Extensions
to February 5, 2024, provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be automatically
extended to the next succeeding business day. To effect each Extension, the Company, its sponsor or any of their affiliates or designees
must deposit into the Company’s Trust Account with Continental an Extension Payment (after giving effect to redemptions in connection
with the approval of the August Extension Charter Amendment) the lesser of (x) $150,000 or (y) $0.04 per share for each of the Company’s
Public Shares outstanding as of the applicable Extended Deadline, unless the closing of the Company’s initial Business Combination
shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination.
In connection with the approval of the Second Extension Amendment Proposal, the shareholders also approved a proposal to amend the Trust
Agreement, pursuant to which the Company’s Trust Agreement with Continental was amended to conform the procedures in the Trust Agreement
by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial
Business Combination to the procedures in the August Charter Amendment (the “Second Trust Amendment Proposal”).
In
connection with the approval of the Second Extension Amendment Proposal and the Second Trust Amendment Proposal at the August 3,
2023 shareholders meeting, holders of 1,310,929 of the Company’s Class A ordinary shares exercised their rights to redeem
those shares for cash at an approximate price of $10.42 per share, for an aggregate of approximately $13.6 million. Following the
payment of the redemptions, the nine months ended September 30, 2023 showed the Trust Account with a balance of $66,631,804
inclusive of extension payments.
On
each of February 9, 2023, March 7, 2023, April 4, 2023, May 9, 2023, June 6, 2023, and July 5, 2023 the Company deposited $300,000,
and on each of August 3, 2023 and September 5, 2023 the Company deposited $150,000 into the Trust Account to extend the date to
consummate a Business Combination through March 5, 2023, April 5, 2023, May 5, 2023, June 5, 2023, July 5, 2023, August 5, 2023,
September 5, 2023, October 5, 2023 and November 5, 2023, respectively. For the nine months ended September 30, 2023, cash deposited
into the Trust Account in relation to the extensions amounted to $2,100,000.
Proposed
Business Combination
On
March 3, 2023, the Company entered into a business combination agreement by and among the Company, AIRO Group, Inc., a Delaware corporation
and a wholly owned subsidiary of the Company (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of ParentCo (“AIRO Merger Sub”), the Company’s Sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative
for the Company’s shareholders (the “Seller Representative”), and AIRO Group Holdings, Inc., a Delaware corporation
(“AIRO Group Holdings”), referred to collectively as the parties (the “Parties”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”),
pursuant to which, among other things, the Company will change the Company’s jurisdiction of incorporation by deregistering as
a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware
(the “Domestication”).
In
connection with the Domestication, each Class B ordinary share, par value $0.0001 per share, shall convert into a share of Class B common
stock, par value $0.0001 per share, and each Class A ordinary share, par value $0.0001 per share, shall convert into a share of Class
A common stock, par value $0.0001 per share. Further, each share of Class B common stock and each share of Class A common stock that
is then issued and outstanding shall convert automatically, on a one-for-one basis, into one share of Kernel common stock (the “Kernel
Common Stock”).
Following
the Domestication, the parties will effect the merger of Kernel Merger Sub with and into the Company, with the Company continuing as
the surviving entity as a wholly owned subsidiary of ParentCo (the “First Merger”). Immediately following the First Merger,
AIRO Merger Sub will merge with and into AIRO Group Holdings , with AIRO Group Holdings continuing as the surviving entity as a wholly
owned subsidiary of ParentCo (the “Second Merger” and the other transactions contemplated by the Business Combination Agreement,
together, the “Transaction”).
As consideration for the Second Merger, the holders of AIRO Group Holdings’
securities collectively shall be entitled to receive from ParentCo, in the aggregate, a number of shares of ParentCo common stock with
an aggregate value equal to (the “AIRO Merger Consideration”) (a) $770,000,000 minus (b) the amount, if any, by which the
net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but
not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds the target net debt of $75,000,000, by more than
$500,000 (but not less than zero), plus (e) the amount, if any, by which the target net debt of $75,000,000 exceeds closing net debt,
minus (f) the amount, if any, by which the company transaction expenses exceed the target company transaction expenses of $14,000,000
(but not less than zero). In addition, holders of AIRO Group Holdings’ securities shall have the contingent right to receive from
ParentCo, in the aggregate, up to 33,000,000, and the Sponsor shall have the contingent right to receive up to 3,300,000 shares of ParentCo
Common Stock (the “Earnout Shares”). In the event that for any full 12-month period (each an “Earnout Period”)
commencing on or after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth
full calendar quarter following the Closing Date (the “Earnout End Date”, and the period between the Earnout Start Date and
the Earnout End Date, the “Earnout Eligibility Period”) ParentCo’s revenue is (i) greater than or equal to $42,600,000
for the first time during the Earnout Eligibility Period, (ii) greater than or equal to $141,400,000 for the first time during the Earnout
Eligibility Period, and (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then upon
the occurrence of each (i), (ii), and (iii) ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s
pro rata share of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares. In the event that ParentCo’s
EBITDA for any Earnout Period is (x) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period,
(y) greater than or equal to $4,000,000 for the first time during the Earnout Eligibility Period and (z) greater than or equal to $98,600,000
for the first time during the Earnout Eligibility Period, then upon the occurrence of each of (x), (y), and (z), ParentCo shall issue
to each of the stockholders of AIRO Group Holding such stockholder’s pro rata share of 4,400,000 Earnout Shares and the Sponsor
shall be issued 440,000 Earnout Shares.
The
Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless
waived): (i) approval of the shareholders of Kernel and AIRO Group Holdings of the Transaction and the other matters requiring shareholder
approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of
specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been declared
effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a Material Adverse Effect with respect
to the other party; (viii) the satisfaction of the $5,000,001 minimum net tangible asset test by Kernel; (ix) approval from Nasdaq for
the listing of the shares of ParentCo’s common to be issued in connection with the Transaction; and (x) reconstitution of the Post-Closing
Board as contemplated under the Business Combination Agreement.
In
addition, unless waived by AIRO Group Holdings, the obligations of AIRO Group Holdings to consummate the Transaction are subject to the
satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined
and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties
of Kernel being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions,
including materiality qualifiers); (ii) Kernel having performed in all material respects its obligations and complied in all material
respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on
or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Kernel since the date of the Business
Combination Agreement which is continuing and uncured; (iv) the replacement of the Replacement Warrants and Replacement Options; (v)
at the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the trust account (after giving effect to
the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment,
fifty percent (50%) of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during
the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any
executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such
cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date.
Finally,
unless waived by Kernel, the obligations of Kernel to consummate the Transaction are subject to the satisfaction of the following additional
Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below),
customary certificates and other Closing deliverables: (i) the representations and warranties of AIRO Group Holdings being true and correct
as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers);
(ii) AIRO Group Holdings having performed in all material respects their respective obligations and complied in all material respects
with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by
them on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to AIRO Group Holdings and its
subsidiaries on a consolidated basis since the date of the Business Combination Agreement which is continuing and uncured; (iv) delivery
of AIRO’s 2022 Audited Financials within 60 days of the Business Combination Agreement’s signing; (v) the completion of Kernel’s
legal due diligence of AIRO Group Holdings and its subsidiaries to Kernel’s reasonable satisfaction; (vi) the replacement of the
Replacement Warrants and Replacement Options; and (vii) the aggregate amount of all Indebtedness of the Target Companies due earlier
than 180 days after the Closing (less Company cash at Closing) is less than Fifty Million U.S. Dollars ($50,000,000).
On August 29, 2023, the Company, ParentCo, Kernel Merger Sub, AIRO Merger
Sub, Seller Representative, AIRO Group Holdings, and the Sponsor entered into the First Amendment to the Business Combination Agreement
(the “First Amendment”). The First Amendment amends the Business Combination Agreement to make certain changes to the earnout
provisions to fix the number of Earnout Shares that can be granted in each Earnout Period based on a $10.00 per share price.
Nasdaq
Delisting Notice
On
July 7, 2023, the Company received a notice (the “Nasdaq Notice”) from the Listing Qualifications Department of Nasdaq stating
that, as of June 29, 2023, the Company had failed to hold an annual meeting of shareholders within 12 months after its fiscal year ended
December 31, 2021, as required by Nasdaq Listing Rule 5620(a) (the “Rule”) and therefore was not in compliance with the Rule.
As a result, Nasdaq has advised the Company that its securities would be subject to delisting unless the Company timely requests a hearing
before an independent Hearings Panel (the “Panel”). Accordingly, the Company intends to timely request a hearing. The hearing
request will stay the suspension of the Company’s securities and the termination of registration of the securities with Nasdaq
as required by the rules of the Securities and Exchange Commission pending the Panel’s decision and, therefore, Nasdaq’s
notice has no immediate effect on the listing of the Company’s ordinary shares, units or warrants on Nasdaq. The time and place
of any hearing before the Panel will be determined by the Panel. There can be no assurance that the Panel will grant the Company’s
request for continued listing.
On
September 1, 2023, the Company received a letter (the “Nasdaq letter”) from the Listing Qualifications Department of Nasdaq
stating that the Company regained compliance under the Rule upon holding its annual meeting of shareholders on August 31, 2023.
Liquidity,
Capital Resources, and Going Concern
For the nine months ended September 30,
2023, net cash used in operating activities of $1,109,602, which was due to our net loss of $8,403,889, income from investments held
in Trust Account of $1,522,366, gain on waiver of deferred underwriting commissions of $755,346, partially offset by unrealized loss
on changes in the fair value of warrant liabilities of $1,264,896, amortization of debt discount of $1,322,101, unrealized loss on
fair value of derivative liabilities – forward purchase agreement of $6,261,728, and changes in working capital of
$723,274.
For
the nine months ended September 30, 2022, net cash used in operating activities was $292,365, which was due to unrealized loss on changes
in the fair value of warrant liabilities of $11,753,875, income from investments held in Trust Account of $1,838,466, partially offset
by our net income of $12,718,946, and changes in working capital of $581,030.
For
the nine months ended September 30, 2023, net cash provided by investing activities of $244,125,328 included the proceeds from cash withdrawn
from the Trust Account of $246,225,328 to pay redeeming shareholders, partially offset by the investment of cash deposited into the Trust
Account of $2,100,000 in connection with the Extension Payments.
There
were no cash flows from investing activities for the nine months ended September 30, 2022.
For
the nine months ended September 30, 2023, net cash used in financing activities of $243,108,017 included payments to redeeming shareholders
of $246,225,328, partially offset by proceeds from a related party promissory notes of $1,667,311, and convertible promissory notes of
$1,450,000.
For
the nine months ended September 30, 2022, net cash used in financing activities was $70,000, which was a result of payment of offering
costs.
As
of September 30, 2023, we had $804 in our operating bank account and a working capital deficit of $13,027,621.
The
Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Original Sponsor to cover for certain
expenses in exchange for the issuance of the Founder Shares, the loan of $77,000 from the Original Sponsor under the Note, certain portion
of the proceeds from the consummation of the Private Placement not held in the Trust Account, the Promissory Note of $2,100,000, and
Convertible Promissory Note of $1,450,000. The Company repaid $77,000 of the loan from the Original Sponsor in February 2021. In addition,
in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. If the Company
completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to
the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a
Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Management
has determined that the Company has access to funds from the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors
to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period,
the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination
candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business
to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
the Company have determined that the liquidity condition, the date of the mandatory liquidation and subsequent dissolution raises substantial
doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company be required to liquidate after February 5, 2023. The unaudited condensed financial statements do not
include any adjustment that might be necessary if the Company are unable to continue as a going concern. The Company’s management
plans to complete a business combination prior to the mandatory liquidation date.
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific
impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
The escalation
in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability
of the Middle East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more
severe.
The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these
condensed financial statements.
Results
of Operations
Our
entire activity since inception up to September 30, 2023 was in preparation for our formation and the Initial Public Offering, and since
the closing of the Initial Public Offering, the search for an initial Business Combination. We will not be generating any operating revenues
until the closing and completion of our initial Business Combination, at the earliest.
For the three months ended September 30,
2023, we had a net loss of $187,157, which consisted of $578,578 in general and administrative costs and $30,000 related party
administrative fees, $416,701 in amortization of debt discount, $1,220 in interest expense, and $788,496 unrealized loss on fair
value of derivatives related to the Forward Purchase Agreement, partially offset by $1,439,250 of unrealized gain from change in
fair value of warrant liabilities and $562,902 from income from investments held in trust account.
For
the three months ended September 30, 2022, we had net income of $2,297,951, which consisted of $1,378,065
of income from investments held in Trust Account and an unrealized gain of $1,199,375 resulting from the change in
fair value of derivative warrant liabilities, partially offset by $249,489 in general and administrative expenses and $30,000
related party administrative fees.
For
the nine months ended September 30, 2023, we had a net loss of $8,403,889, which consisted of $1,737,996 in general and
administrative costs and $90,000 of related party administrative fees, an unrealized loss of $1,264,896 resulting from the change in
fair value of derivative warrant liabilities, an unrealized loss of $6,261,728 resulting from change in fair value of the derivative
liability Forward Purchase Agreement $1,322,101 in amortization of debt discount, $4,880 in interest expense, partially offset by
$1,522,366 of income from investments held in the Trust Account, and $755,346 gain resulting from a waiver of deferred underwriting
commissions.
For
the nine months ended September 30, 2022, we had net income of $12,718,946, which consisted of $1,838,466
of income from investments held in Trust Account and a non-operating gain of $11,753,875 resulting from the change in
fair value of derivative warrant liabilities, partially offset by $783,395 in general and administrative expenses and $90,000
related party administrative fees.
Related
Party Transactions
Founder
Shares
On
November 19, 2020, the Original Sponsor paid an aggregate of $25,000 for certain expenses on behalf of us in exchange for issuance of
5,750,000 Class B ordinary shares (the “Founder Shares”). On January 11, 2021, we effected a 1 for 1.25 forward stock split
of the Founder Shares that increased the number of outstanding Founder Shares from 5,750,000 to 7,187,500 shares, and the Original Sponsor
transferred an aggregate of 75,000 Founder Shares to the independent directors and an aggregate of 50,000 Founder Shares to the Former
Advisors. On February 2, 2021, we effected a 1 for 1.06 forward stock split of the Founder Shares that increased the number of outstanding
Founder Shares from 7,187,500 to 7,618,750 shares and resulted in the Original Sponsor holding 7,493,750 Founder Shares. The Original
Sponsor agreed to forfeit up to an aggregate of 993,750 Founder Shares to the extent that the option to purchase additional Units was
not exercised in full by the underwriters or was reduced, so that the Founder Shares would represent 20% of our issued and outstanding
shares after the Initial Public Offering. On February 5, 2021, the underwriter fully exercised its over-allotment option; thus, these
993,750 Founder Shares are no longer subject to forfeiture.
The
Sponsor agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion
of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination,
or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results
in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
On
December 28, 2022, we entered into a purchase agreement with the Original Sponsor, and VKSS Capital,
LLC, a Delaware corporation (the “New Sponsor” or “Sponsor”), pursuant to which the New Sponsor, or an entity
designated by the New Sponsor, will purchase from the Original Sponsor 7,618,500 Class B ordinary shares, par value $0.0001 per share
and 8,750,000 Private Placement Warrants, each of which is exercisable to purchase one Class A ordinary share, par value $0.0001 per
share, for an aggregate purchase price of $1.00 payable at the time we effect the initial Business Combination. Upon the closing of the
initial Business Combination, New Sponsor shall also convey 2,000,000 Class B ordinary shares to the equityholders of the Original Sponsor,
as of December 28, 2022, pro rata based on the equityholders’ underlying interest in our Class B ordinary shares as of December 28, 2022.
Private
Placement Warrants
Simultaneously
with the closing of the Initial Public Offering, we consummated the Private Placement of 8,750,000 Private Placement Warrants, at a price
of $1.00 per Private Placement Warrant with the Original Sponsor, generating gross proceeds of approximately $8.8 million.
On
December 28, 2022, the Original Sponsor transferred all Private Placement Warrants to the New Sponsor.
Each
whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the
proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held
in the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will
expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they
are held by the Sponsor or its permitted transferees.
The
Sponsor and our officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement
Warrants until 30 days after the completion of the initial Business Combination.
Related
Party Loans
In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an
affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working
Capital Loans”). If we complete a Business Combination, we may repay the Working Capital Loans out of the proceeds of the Trust
Account released to us. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event
that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of
such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant.
The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans,
if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023 and December 31,
2022, we had no borrowings under the Working Capital Loans.
During
the nine months ended September 30, 2023 , the Company entered into loan agreements with eleven investors and the Sponsor (the “Loan
Agreements”). Pursuant to the Loan Agreements, the investors loaned the Sponsor a total of $2,100,000, which will in turn be loaned
by the Sponsor to the Company, to cover a portion of the extension fees with any remaining balance to be used for the Company’s
working capital. The Loan Agreements accrue 8% interest per annum and shall be repaid upon closing the initial Business Combination.
The Company intends to pay all principal under the Loan Agreements and shall not be responsible for the payment of any interest on the
loans. As of September 30, 2023, the total amount drawn on the Loan Agreements was $1,667,311.
Forward
Purchase Agreement
In
February 2023, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) pursuant to
which Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP
(collectively the “Seller”), intends, but is not obligated, to purchase from the Company up to a maximum of 7,700,000
Class A ordinary shares (the “Forward Purchase Shares”) from holders (other than the Company or its affiliates) who have
elected to redeem such shares in connection with the Business Combination. Purchases by Seller will be made through brokers in the
open market after the redemption deadline in connection with the Business Combination at a price no higher than the redemption price
to be paid by the Company in connection with the Business Combination.
The
Seller will determine in its sole discretion the specific number of forward purchase shares (up to 7,700,000) that it will purchase,
if any, and the obligation of the Company to sell the forward purchase shares is subject to the approval of the Seller’s manager
following notice to the Seller that the Company intends to enter into an agreement for a Business Combination.
The Forward Purchase Agreement also provides that the Seller is entitled
to registration rights with respect to the Forward Purchase Shares. The proceeds from the sale of the Forward Purchase Shares may be used
as part of the consideration to the Company in an initial Business Combination, expenses in connection with an initial Business Combination
or for working capital in the post-Business Combination company. These purchases are required to be made regardless of whether any Class
A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for an
initial Business Combination. The Forward Purchase Shares will be issued only in connection with the closing of an initial Business Combination.
The Company accounts for the Forward Purchase Agreement in accordance with
the guidance contained in ASC 815-40. Such guidance provides that because the Forward Purchase Agreement does not meet the criteria for
equity treatment thereunder, the agreement must be recorded as a liability. Accordingly, the Company classifies the Forward Purchase Agreement
as an asset or liability at its fair value. This asset or liability is subject to re-measurement at each balance sheet date. With each
such remeasurement, the asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s
condensed statements of operations.
The
Company evaluated the Forward Purchase Agreement at September 30, 2023 at a value of $6,261,728.
Administrative
Services Agreement
Commencing
on the date that our securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination or
its liquidation, we agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. For the three
months ended September 30, 2023 and 2022, the Company incurred $30,000 and $30,000 for such services, respectively. For the nine months
ended September 30, 2023 and 2022, the Company incurred $90,000 and $90,000 for such services, respectively. As of September 30, 2023
and December 31, 2022, $260,000 and $170,000 were outstanding, respectively, and included in accrued expenses – related party as
reflected in the accompanying condensed balance sheets.
Commitments
and Contractual Obligations
Registration
and Shareholder Rights
The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and
any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants) were entitled to registration rights pursuant
to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these
securities were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the
holders will be entitled to certain demand and “piggy-back” registration rights with respect to registration statements filed
subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of
any such registration statements.
Underwriting
Agreement
We
granted the underwriters a 45-day option from the final date of the prospectus relating to the Initial Public Offering to purchase up
to 3,975,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 5, 2021,
the underwriter fully exercised its over-allotment option.
The
underwriters were entitled to an underwriting discount of $0.20 per unit, approximately $6.1 million in the aggregate, paid upon the
closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.7 million in the aggregate will be payable
to the underwriters for deferred underwriting commissions. On May 24, 2023, the underwriters agreed to waive their rights to their
portion of the fee payable by the Company for deferred underwriting commissions, with respect to any potential business combination
of the Company. Of the total $10,666,250 waived fee, $9,910,904 was recorded as a reduction to
accumulated deficit and $755,346 was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the
condensed statements of operations, following a manner consistent with the original allocation of the deferred underwriting
fees.
Critical
Accounting Estimates
Derivative
Warrant Liabilities
We
do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial
instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging”
(“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities
or as equity, is re-assessed at the end of each reporting period.
The
warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities
in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the
instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised.
The fair value of warrants issued in connection with the Private Placement has been measured by using the market value of the public
warrants. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo
simulation and subsequently has been measured based on the market price at each measurement date when separately listed and traded. The
determination of the fair value of the derivative liability may be subject to change as more current information becomes available and
accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class
A Ordinary Shares Subject to Possible Redemption
We
account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing
Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments
and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity.
Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence
of uncertain future events. Accordingly, as of Initial Public Offering, we had 30,475,000 Class A ordinary shares subject to possible
redemption, that are presented as temporary equity, outside of the shareholders’ equity (deficit) section of our condensed balance
sheets. In the nine months ended September 30, 2023,
24,159,051 Class A ordinary shares were redeemed by
shareholders.
We
recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject
to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting
period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, we recognized
the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent
available) and accumulated deficit.
Net
Income (Loss) per Ordinary Share
We
comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of
shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between
the two classes of shares. This presentation assumes a business combination as the most likely outcome.Net income (loss) per
ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the
respective period.
The
calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold
in the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 Class A ordinary shares in calculation of
diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive
under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share
for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is
excluded from earnings per share as the redemption value approximates fair value.
We
have considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the
exercise of over-allotment option by the underwriters. Since the contingency was satisfied, we have included these shares in the weighted
average number as of the beginning of the interim period to determine the dilutive impact of these shares.
Recent
Accounting Pronouncements
In
June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale
Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity
security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that
are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.
The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within
those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made
available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements.
The
Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently
adopted, would have a material effect on the Company’s financial statements.
Off-Balance
Sheet Arrangements
As
of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS
Act
The
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act
are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.
We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised
accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result,
the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company
effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject
to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions
we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over
financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted
by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about
the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items
such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee
compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until
we are no longer an “emerging growth company,” whichever is earlier.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and are not required to provide the information otherwise required under this item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer,
we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September
30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive
officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures
were effective as September 30, 2023.
Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2023 covered
by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
On September 19, 2023, the Company was served with a lawsuit by KPMG AG
Wirtschaftsprüfungsgesellschaft (“KPMG Germany”). KPMG Germany asserted claims against the Company for unpaid fees incurred
by the Company for KPMG Germany’s transaction advice in 2021 in the amount of $758,282.35 (the “Claim”). The Claim is
being brought in Germany in the District Court of Frankfurt am Main Chamber for Commercial Affairs, Regional Court of Urbach. On September
21, 2023, the Regional Court of Urbach set the amount in dispute at $736,690.70.
Item
1A. Risk Factors.
As
of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report
on Form 10-K filed with the SEC on March 31, 2023. We may disclose additional factors from time to time in our future filings with the
SEC.
Item
2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
On
November 19, 2020, our Original Sponsor paid $25,000 to cover certain expenses on our behalf in consideration of 5,750,000 Class B ordinary
shares, par value $0.0001.
In
January 2021, we effected a 1 for 1.2 forward stock split of the Founder Shares that increased the number of outstanding founder shares
from 5,750,000 to 7,618,750 shares and our Original Sponsor transferred an aggregate of 75,000 Founder Shares to our independent directors
and an aggregate of 50,000 Founder Shares to our Former Advisors.
On February 2, 2021, we completed our Initial Public Offering of 30,475,000
units, including 3,975,000 units as a result of the underwriters’ exercise of their over-allotment option in full, at a price of
$10.00 per unit, generating aggregate gross proceeds to the Company of $304,750,000. Citigroup Global Markets Inc., served as the representative
of the underwriters in the Company’s Initial Public Offering.
Concurrently with the closing of the Initial Public Offering, our Original
Sponsor purchased 8,750,000 Private Placement Warrants, each exercisable to purchase one ordinary share at $11.50 per share generating
gross proceeds of $8.75 million, in a private placement that closed simultaneously with the closing of our initial public offering. A
portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the initial public offering held
in the Trust Account. If the company does not complete an initial Business Combination within 24 months (or 30 months, subject to six
one-month extensions) from the closing of our Initial Public Offering, the Private Placement Warrants will expire worthless. The Private
Placement Warrants are substantially similar to the warrants underlying the units issued in the Initial Public Offering, except that they
are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor
and the company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private
Placement Warrants until 30 days after the completion of the initial Business Combination. The sale of the Private Placement Warrants
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or
commissions were paid with respect to such sales.
Use
of Proceeds
In connection with the
Initial Public Offering and the exercise of the underwriters’ over-allotment option, we incurred offering costs of approximately
$17.4 million, of which approximately $10.7 million was for deferred underwriting commissions. Other incurred offering costs consisted
principally preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions and the
Initial Public Offering expenses, approximately $304.8 million of the net proceeds from our Initial Public Offering and certain of the
proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in the initial public offering) was placed
in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants
are held in the trust account and invested as described elsewhere in this Report.
There
has been no material change in the planned use of the proceeds from the Initial Public Offering and the sale of the Private Placement
Warrants as is described in our final prospectus related to our initial public offering.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
(a)
None.
(b)
None.
(c)
Not applicable.
Item
6. Exhibits
Exhibit
Number |
|
Description |
2.1† |
|
Business Combination Agreement, dated March 3, 2023, by and among Kernel Group Holdings, Inc., AIRO Group, Inc., Kernel Merger Sub, Inc., AIRO Merger Sub, Inc., VKSS Capital, LLC, Seller Representative, and AIRO Group Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 6, 2023) |
2.2 |
|
First Amendment to Business Combination Agreement, dated as of August 29, 2023, by and among Kernel Group Holdings, Inc., AIRO Group, Inc., Kernel Merger Sub, Inc., AIRO Merger Sub, Inc., VKSS Capital, LLC, Seller Representative, and AIRO Group Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed August 30, 2023) |
3.1 |
|
Amended and Restated Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 5, 2021) |
3.2 |
|
Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed May 12, 2023) |
3.3 |
|
Amendment to the Amended and Restated Articles of Association of the Company dated August 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 4, 2023) |
4.1 |
|
Warrant Agreement, dated February 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 5, 2021) |
10.1 |
|
Amendment No. 2 to Investment Management Trust Agreement, dated August 3, 2023, by and between the Company and Continental Stock Transfer and Trust Company (incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 4, 2023) |
10.2 |
|
Form of Loan and Transfer Agreement, by and among the Company, VKSS Capital, LLC, and lenders (incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 7, 2023) |
10.3 |
|
Form of Loan and Transfer Agreement, by and among the Company, VKSS Capital, LLC, and lenders (incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023)
|
31.1* |
|
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
|
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** |
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* |
|
Inline
XBRL Instance Document |
101.SCH* |
|
Inline
XBRL Taxonomy Extension Schema Document |
101.CAL* |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover
Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101) |
† |
Certain
of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant
agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
PART
III
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
November 13, 2023 |
KERNEL
GROUP HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Surendra Ajjarapu |
|
Name: |
Surendra
Ajjarapu |
|
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
Dated:
November 13, 2023 |
KERNEL
GROUP HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Howard Doss |
|
Name: |
Howard Doss |
|
Title: |
Chief
Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
Exhibit
31.1
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Surendra Ajjarapu, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Kernel Group Holdings, Inc.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
The
registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The
registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions): |
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting. |
Date:
November 13, 2023 |
By: |
/s/
Surendra Ajjarapu |
|
|
Surendra
Ajjarapu |
|
|
Chief
Executive Officer and Chairman |
|
|
(Principal
Executive Officer) |
Exhibit
31.2
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Howard Doss, certify that:
1. |
I
have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Kernel Group Holdings, Inc.; |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
|
|
4. |
The
registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The
registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions): |
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal controls over financial reporting. |
Date:
November 13, 2023 |
By: |
/s/
Howard Doss |
|
|
Howard
Doss |
|
|
Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer)
|
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Kernel Group Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended
September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Surendra
Ajjarapu, Chief Executive Officer and Chairman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) |
the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
(2) |
the
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Date:
November 13, 2023 |
|
|
|
/s/
Surendra Ajjarapu |
|
Name: |
Surendra
Ajjarapu |
|
Title: |
Chief
Executive Officer and Chairman |
|
|
(Principal
Executive Officer) |
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Kernel Group Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended
September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard
Doss, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to my knowledge:
(1) |
the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
(2) |
the
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Date:
November 13, 2023 |
|
|
/s/
Howard Doss |
|
Name: |
Howard
Doss |
|
Title: |
Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer) |
v3.23.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Nov. 13, 2023 |
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Sep. 30, 2023
|
|
Document Fiscal Period Focus |
Q3
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-39983
|
|
Entity Registrant Name |
KERNEL
GROUP HOLDINGS, INC.
|
|
Entity Central Index Key |
0001832950
|
|
Entity Tax Identification Number |
98-1567976
|
|
Entity Incorporation, State or Country Code |
E9
|
|
Entity Address, Address Line One |
2
Rousseau Street
|
|
Entity Address, City or Town |
San
Francisco
|
|
Entity Address, State or Province |
CA
|
|
Entity Address, Postal Zip Code |
94112
|
|
City Area Code |
(415)
|
|
Local Phone Number |
404-6356
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
true
|
|
Elected Not To Use the Extended Transition Period |
false
|
|
Entity Shell Company |
true
|
|
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, $0.0001 par value, and one-half of one redeemable warrant
|
|
Trading Symbol |
KRNLU
|
|
Security Exchange Name |
NASDAQ
|
|
Class A ordinary shares included as part of the units |
|
|
Title of 12(b) Security |
Class
A ordinary shares included as part of the units
|
|
Trading Symbol |
KRNL
|
|
Security Exchange Name |
NASDAQ
|
|
Redeemable warrants included as part of the units |
|
|
Title of 12(b) Security |
Redeemable
warrants included as part of the units
|
|
Trading Symbol |
KRNLW
|
|
Security Exchange Name |
NASDAQ
|
|
Common Class A [Member] |
|
|
Entity Common Stock, Shares Outstanding |
|
6,315,949
|
Common Class B [Member] |
|
|
Entity Common Stock, Shares Outstanding |
|
7,618,750
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v3.23.3
Condensed Balance Sheets - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Current assets |
|
|
Cash |
$ 804
|
$ 93,095
|
Prepaid expenses |
44,754
|
42,022
|
Total current assets |
45,558
|
135,117
|
Cash and investments held in Trust Account |
66,631,804
|
309,234,766
|
Total Assets |
66,677,362
|
309,369,883
|
Current liabilities: |
|
|
Accounts payable |
3,418,880
|
848,420
|
Accrued expenses and other current liabilities |
15,260
|
1,949,715
|
Accrued expenses - related party |
260,000
|
170,000
|
Promissory note - related party |
1,667,311
|
|
Convertible promissory note |
1,450,000
|
|
Derivative liability - forward purchase agreement |
6,261,728
|
|
Total current liabilities |
13,073,179
|
2,968,135
|
Deferred underwriting commissions |
|
10,666,250
|
Warrant liabilities |
1,439,250
|
174,354
|
Total Liabilities |
14,512,429
|
13,808,739
|
Class A ordinary shares subject to possible redemption, $0.0001 par value; 6,315,949 and 30,475,000 shares issued and outstanding at approximately $10.53 and $10.14 per share redemption value as of September 30, 2023 and December 31, 2022, respectively |
66,531,804
|
309,134,766
|
Shareholders’ Deficit: |
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022 |
|
|
Additional paid-in capital |
|
|
Accumulated deficit |
(14,367,633)
|
(13,574,384)
|
Total Shareholders’ Deficit |
(14,366,871)
|
(13,573,622)
|
Total Liabilities and Shareholders’ Deficit |
66,677,362
|
309,369,883
|
Common Class A [Member] |
|
|
Shareholders’ Deficit: |
|
|
Ordinary shares |
|
|
Common Class B [Member] |
|
|
Shareholders’ Deficit: |
|
|
Ordinary shares |
$ 762
|
$ 762
|
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v3.23.3
Condensed Balance Sheets (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Class A [Member] |
|
|
Temporary equity, par value per share |
$ 0.0001
|
$ 0.0001
|
Class A ordinary shares, shares subject to possible redemption, issued |
6,315,949
|
30,475,000
|
Class A ordinary shares, shares subject to possible redemption, outstanding |
6,315,949
|
30,475,000
|
Common stocks subject to possible redemption, redemption price |
$ 10.53
|
$ 10.14
|
Ordinary shares, par value |
$ 0.0001
|
$ 0.0001
|
Ordinary shares, shares authorized |
500,000,000
|
500,000,000
|
Ordinary shares, shares issued |
0
|
0
|
Ordinary shares, shares outstanding |
0
|
0
|
Common Class B [Member] |
|
|
Ordinary shares, par value |
$ 0.0001
|
$ 0.0001
|
Ordinary shares, shares authorized |
50,000,000
|
50,000,000
|
Ordinary shares, shares issued |
7,618,750
|
7,618,750
|
Ordinary shares, shares outstanding |
7,618,750
|
7,618,750
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.23.3
Condensed Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
General and administrative |
$ 578,578
|
$ 249,489
|
$ 1,737,996
|
$ 783,395
|
Administrative fees - related party |
30,000
|
30,000
|
90,000
|
90,000
|
Loss from operations |
(608,578)
|
(279,489)
|
(1,827,996)
|
(873,395)
|
Other income (expense): |
|
|
|
|
Unrealized (loss) gain from change in fair value of warrant liabilities |
1,439,250
|
1,199,375
|
(1,264,896)
|
11,753,875
|
Income from investments held in Trust Account |
562,902
|
1,378,065
|
1,522,366
|
1,838,466
|
Gain on waiver of deferred underwriting commissions by underwriter allocated to Public Warrants |
|
|
755,346
|
|
Unrealized loss on fair value of derivative liabilities – forward purchase agreement |
(788,496)
|
|
(6,261,728)
|
|
Interest expense - amortization of debt discount |
(416,701)
|
|
(1,322,101)
|
|
Interest expense |
(1,220)
|
|
(4,880)
|
|
Net income (loss) |
$ 187,157
|
$ 2,297,951
|
$ (8,403,889)
|
$ 12,718,946
|
Common Class A [Member] |
|
|
|
|
Other income (expense): |
|
|
|
|
Basic weighted average shares outstanding, Class B ordinary shares |
11,608,672
|
30,475,000
|
12,316,438
|
30,475,000
|
Diluted weighted average shares outstanding, Class B ordinary shares |
11,608,672
|
30,475,000
|
12,316,438
|
30,475,000
|
Basic net income (loss) per share, Class B ordinary shares |
$ 0.01
|
$ 0.06
|
$ (0.42)
|
$ 0.33
|
Diluted net income (loss) per share, Class B ordinary shares |
$ 0.01
|
$ 0.06
|
$ (0.42)
|
$ 0.33
|
Common Class B [Member] |
|
|
|
|
Other income (expense): |
|
|
|
|
Basic weighted average shares outstanding, Class B ordinary shares |
7,618,750
|
7,618,750
|
7,618,750
|
7,618,750
|
Diluted weighted average shares outstanding, Class B ordinary shares |
7,618,750
|
7,618,750
|
7,618,750
|
7,618,750
|
Basic net income (loss) per share, Class B ordinary shares |
$ 0.01
|
$ 0.06
|
$ (0.42)
|
$ 0.33
|
Diluted net income (loss) per share, Class B ordinary shares |
$ 0.01
|
$ 0.06
|
$ (0.42)
|
$ 0.33
|
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v3.23.3
Condensed Statement of Changes in Shareholders' Deficit (Unaudited) - USD ($)
|
Common Stock [Member]
Common Class A [Member]
|
Common Stock [Member]
Common Class B [Member]
|
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Balance at Dec. 31, 2021 |
|
$ 762
|
|
$ (24,845,647)
|
$ (24,844,885)
|
Balance, shares at Dec. 31, 2021 |
|
7,618,750
|
|
|
|
Net (loss) income |
|
|
|
6,124,381
|
6,124,381
|
Balance at Mar. 31, 2022 |
|
$ 762
|
|
(18,721,266)
|
(18,720,504)
|
Balance, shares at Mar. 31, 2022 |
|
7,618,750
|
|
|
|
Balance at Dec. 31, 2021 |
|
$ 762
|
|
(24,845,647)
|
(24,844,885)
|
Balance, shares at Dec. 31, 2021 |
|
7,618,750
|
|
|
|
Net (loss) income |
|
|
|
|
12,718,946
|
Balance at Sep. 30, 2022 |
|
$ 762
|
|
(13,880,231)
|
(13,879,469)
|
Balance, shares at Sep. 30, 2022 |
|
7,618,750
|
|
|
|
Balance at Mar. 31, 2022 |
|
$ 762
|
|
(18,721,266)
|
(18,720,504)
|
Balance, shares at Mar. 31, 2022 |
|
7,618,750
|
|
|
|
Remeasurement of Class A ordinary shares to redemption amount |
|
|
|
(375,465)
|
(375,465)
|
Net (loss) income |
|
|
|
4,296,614
|
4,296,614
|
Balance at Jun. 30, 2022 |
|
$ 762
|
|
(14,800,117)
|
(14,799,355)
|
Balance, shares at Jun. 30, 2022 |
|
7,618,750
|
|
|
|
Remeasurement of Class A ordinary shares to redemption amount |
|
|
|
(1,378,065)
|
(1,378,065)
|
Net (loss) income |
|
|
|
2,297,951
|
2,297,951
|
Balance at Sep. 30, 2022 |
|
$ 762
|
|
(13,880,231)
|
(13,879,469)
|
Balance, shares at Sep. 30, 2022 |
|
7,618,750
|
|
|
|
Balance at Dec. 31, 2022 |
|
$ 762
|
|
(13,574,384)
|
(13,573,622)
|
Balance, shares at Dec. 31, 2022 |
|
7,618,750
|
|
|
|
Proceeds allocated to Share Rights of convertible promissory note - related party |
|
|
546,809
|
|
546,809
|
Remeasurement of Class A ordinary shares to redemption amount |
|
|
(546,809)
|
(1,012,654)
|
(1,559,463)
|
Net (loss) income |
|
|
|
(2,728,281)
|
(2,728,281)
|
Balance at Mar. 31, 2023 |
|
$ 762
|
|
(17,315,319)
|
(17,314,557)
|
Balance, shares at Mar. 31, 2023 |
|
7,618,750
|
|
|
|
Balance at Dec. 31, 2022 |
|
$ 762
|
|
(13,574,384)
|
(13,573,622)
|
Balance, shares at Dec. 31, 2022 |
|
7,618,750
|
|
|
|
Net (loss) income |
|
|
|
|
(8,403,889)
|
Balance at Sep. 30, 2023 |
|
$ 762
|
|
(14,367,633)
|
(14,366,871)
|
Balance, shares at Sep. 30, 2023 |
|
7,618,750
|
|
|
|
Balance at Mar. 31, 2023 |
|
$ 762
|
|
(17,315,319)
|
(17,314,557)
|
Balance, shares at Mar. 31, 2023 |
|
7,618,750
|
|
|
|
Proceeds allocated to Share Rights of convertible promissory note - related party |
|
|
775,292
|
|
775,292
|
Remeasurement of Class A ordinary shares to redemption amount |
|
|
(775,292)
|
9,786,196
|
9,010,904
|
Net (loss) income |
|
|
|
(5,862,765)
|
(5,862,765)
|
Balance at Jun. 30, 2023 |
|
$ 762
|
|
(13,391,888)
|
(13,391,126)
|
Balance, shares at Jun. 30, 2023 |
|
7,618,750
|
|
|
|
Remeasurement of Class A ordinary shares to redemption amount |
|
|
|
(1,162,902)
|
(1,162,902)
|
Net (loss) income |
|
|
|
187,157
|
187,157
|
Balance at Sep. 30, 2023 |
|
$ 762
|
|
$ (14,367,633)
|
$ (14,366,871)
|
Balance, shares at Sep. 30, 2023 |
|
7,618,750
|
|
|
|
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v3.23.3
Condensed Statements of Cash Flows (Unaudited) - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash Flows from Operating Activities: |
|
|
Net (loss) income |
$ (8,403,889)
|
$ 12,718,946
|
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
|
|
Income from investments held in Trust Account |
(1,522,366)
|
(1,838,466)
|
Interest expense - amortization of debt discount |
1,322,101
|
|
Unrealized loss (gain) on the change in fair value of warrant liabilities |
1,264,896
|
(11,753,875)
|
Change in fair value of derivative liabilities – forward purchase agreement |
6,261,728
|
|
Gain on waiver of deferred underwriting commissions by underwriter |
(755,346)
|
|
Changes in operating assets and liabilities: |
|
|
Prepaid expenses |
(2,731)
|
285,464
|
Accounts payable |
2,570,460
|
4,033
|
Accrued expenses and other current liabilities |
(1,934,455)
|
187,681
|
Accrued expenses - related party |
90,000
|
103,852
|
Net cash used in operating activities |
(1,109,602)
|
(292,365)
|
Cash Flows from Investing Activities: |
|
|
Cash deposited into Trust Account |
(2,100,000)
|
|
Proceeds from Trust Account for payment to redeeming shareholders |
246,225,328
|
|
Net cash provided by investing activities |
244,125,328
|
|
Cash Flows from Financing Activities: |
|
|
Proceeds from promissory note - related party |
1,667,311
|
|
Proceeds from convertible promissory note |
1,450,000
|
|
Payment to redeeming shareholders |
(246,225,328)
|
|
Offering costs paid |
|
(70,000)
|
Net cash used in financing activities |
(243,108,017)
|
(70,000)
|
Net Change in Cash |
(92,291)
|
(362,365)
|
Cash - Beginning of the period |
93,095
|
474,945
|
Cash - End of the period |
804
|
112,580
|
Non-cash investing and financing activities: |
|
|
Waiver of deferred underwriting commissions by underwriter |
$ 9,910,904
|
|
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v3.23.3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN |
NOTE
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN
Kernel
Group Holdings, Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November
10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).
As
of September 30, 2023, the Company had not commenced any operations. All activity from November 10, 2020 through September 30, 2023 relates
to the Company’s formation and the preparation of its initial public offering (“Initial Public Offering”), as described
below, and since the closing of the Initial Public Offering, the search for a target for the Business Combination. The Company will not
generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates
non-operating income in the form of dividend income, interest income or gains on investments held in a trust account (“Trust Account”) from the proceeds derived from the Initial Public Offering.
The
Company’s sponsor was Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Original Sponsor”).
The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021. On February 5,
2021, the Company consummated its Initial Public Offering of 30,475,000 units (the “Units” and, with respect to the Class
A ordinary shares included in the Units being offered, the “Public Shares”), including 3,975,000 additional Units to cover
the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of approximately
$304.8 million, and incurring offering costs of approximately $17.4 million, of which approximately $10.7 million was for deferred underwriting
commissions. On May 24, 2023, the underwriters agreed to waive their rights to the fee payable by the Company for deferred
underwriting commissions, with respect to any potential Business Combination of the Company (see Note 6).
Simultaneously
with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of 8,750,000 warrants (the “Private Placement
Warrants”), at a price of $1.00 per Private Placement Warrant with the Original Sponsor, generating gross proceeds of approximately
$8.8 million, which is discussed in Note 4.
On
December 28, 2022, the Company entered into a purchase agreement with the Original Sponsor, and VKSS
Capital, LLC, a Delaware corporation (the “New Sponsor” or “Sponsor”), pursuant to which the New Sponsor, or
an entity designated by the New Sponsor, will purchase from the Original Sponsor Class B ordinary shares of the Company, par
value $ per share and Private Placement Warrants, each of which is exercisable to purchase one Class A ordinary share
of the Company, par value $ per share, for an aggregate purchase price of $ payable at the time the Company effects the initial
Business Combination. Upon the closing of the initial Business Combination, New Sponsor shall also convey Class B ordinary
shares to the equityholders of the Original Sponsor, as of December 28, 2022, pro rata based on the equityholders’ underlying
interest in the Company’s Class B ordinary shares as of December 28, 2022 (see Note 4).
Upon
the closing of the Initial Public Offering and the Private Placement, approximately $304.8
million ($10.00
per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in the
Trust Account with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee and has been
invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940 (the “Investment Company Act”), as amended, having a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only
in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business
Combination and (ii) the distribution of the Trust Account as described below.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or
assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection
with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
The
Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a
portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to
approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any
pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value
and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification
(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority
of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock
exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will,
pursuant to the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles
of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the
“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder
approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder
approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to
the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares
irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date
for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business
Combination, the holders of the Founder Shares (as defined in Note 4) prior to this Initial Public Offering (the “Initial Shareholders”)
agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business
Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public
Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement
regarding an initial Business Combination without the prior consent of the New Sponsor.
Notwithstanding
the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The
Company’s New Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public
Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination
within 30 months (including six month extension) from the closing of the Initial Public Offering, or February 5, 2024, (the “Combination
Period”) or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination
activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
If
the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the
board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law.
In
connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust
Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes
payable and up to $100,000 of interest to pay dissolution expenses).
The
Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial
Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the
Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their
deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be
available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per
share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.00 per share initially
held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to
the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business
combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of
the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will
have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s
independent registered public accounting firm), prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Charter
Amendment and Share Redemptions
In
an extraordinary general meeting held on February 3, 2023, shareholders approved a charter amendment (the “February Charter
Amendment”), changing the structure and cost of the Company’s right to extend the date by which the Company must (i)
consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to
complete such business combination, and (iii) redeem or repurchase 100%
of the Company’s Public Shares (the “Termination Date”), which was previously February 5, 2023 (the “August
Charter Amendment Proposal”). The February Charter Amendment allowed the Company to extend the Termination Date by up to six
(6) one-month extensions to August 5, 2023 (each, an “Extension,” and such later date, the “Extended
Deadline”) provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be
automatically extended to the next succeeding business day. To effect each 1-month Extension, the Company, its Sponsor or any of
their affiliates or designees must deposit into the Company’s Trust Account with Continental by the applicable Extended
Deadline (the “Extension Payment”), the lesser of (x) $300,000
or (y) $0.06 per share for each of the
Company’s publicly held shares outstanding as of the deadline prior to the extension (after giving effect to redemptions in
connection with the approval of the February Charter Amendment by the Company’s shareholders with respect to the first such
extension). In connection with the approval of the Extension Amendment Proposal, the shareholders also approved a proposal to amend the Company’s
trust agreement with Continental (the “Trust Agreement”), pursuant to which the Company’s Trust Agreement with Continental
was amended to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate
the Trust Account if the Company has not completed its initial Business Combination to the procedures in the February Charter Amendment
(the “Trust Amendment Proposal”). In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the shareholders
meeting, holders of 22,848,122
of the Company’s Public Shares exercised their right to redeem those shares for
cash at an approximate price of $10.15
per share, for an aggregate of approximately $231.9
million. Following the payment of the redemptions, the Trust Account had a balance of approximately $74.7
million before the first Extension Payment.
The
shareholders of the Company approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
(the “August Charter Amendment”) at the August 3, 2023 shareholders
meeting, changing the structure and cost of the Company’s right to
extend the Termination Date by up to six (6) one-month Extensions to February 5, 2024, provided that if any Extended Deadline ends on
a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day (the “Second
Extension Amendment Proposal”). To effect each Extension, the Company, its sponsor or any of their affiliates or designees must
deposit into the Company’s Trust Account with Continental an Extension Payment (after giving effect to redemptions in connection
with the approval of the August Extension Charter Amendment) the lesser of (x) $150,000 or (y) $0.04 per share for each of the Company’s
Public Shares outstanding as of the applicable Extended Deadline, unless the closing of the Company’s initial business combination
shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
In connection with the approval of the Second Extension Amendment Proposal, the shareholders also approved a proposal to amend the Trust
Agreement, pursuant to which the Company’s Trust Agreement with Continental was amended to conform the procedures in the Trust Agreement
by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial
Business Combination to the procedures in the August Charter Amendment (the “Second Trust Amendment Proposal”).
In
connection with the approval of the Second Extension Amendment Proposal and the Second Trust Amendment Proposal at the August 3,
2023 shareholders meeting, holders of 1,310,929
of the Company’s Class A ordinary shares exercised their rights to redeem those shares for cash at an approximate price of
$10.42
per share, for an aggregate of approximately $13.6
million. Following the payment of the redemptions, the Trust Account has a
balance of $66,631,804
inclusive of extension payments at September 30, 2023.
On each
of February 9, 2023, March 7, 2023, April 4, 2023, May 9,2023, June 6,2023, and July 5, 2023 the Company deposited $300,000, and on each
of August 3, 2023 and September 5, 2023 the Company deposited $150,000 into the Trust Account to extend the date to consummate a Business
Combination through March 5, 2023, April 5, 2023, May 5, 2023, June 5, 2023, July 5, 2023, August 5, 2023, September 5, 2023, October
5, 2023, and November 5, 2023, respectively. For the nine months ended September 30, 2023, cash deposited into the Trust Account in relation to the extensions
amounted to $2,100,000.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Proposed
Business Combination
On
March 3, 2023, the Company entered into a business combination agreement by and among the Company, AIRO Group, Inc., a Delaware corporation
and a wholly owned subsidiary of the Company (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of ParentCo (“AIRO Merger Sub”), the Company’s Sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative
for the Company’s shareholders (the “Seller Representative”), and AIRO Group Holdings, Inc., a Delaware corporation
(“AIRO Group Holdings”), referred to collectively as the parties (the “Parties”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”),
pursuant to which, among other things, the Company will change the Company’s jurisdiction of incorporation by deregistering as
a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware
(the “Domestication”).
In
connection with the Domestication, each Class B ordinary share, par value $0.0001 per share, shall convert into a share of Class B common
stock, par value $0.0001 per share, and each Class A ordinary share, par value $0.0001 per share, shall convert into a share of Class
A common stock, par value $0.0001 per share. Further, each share of Class B common stock and each share of Class A common stock that
is then issued and outstanding shall convert automatically, on a one-for-one basis, into one share of Kernel common stock (the “Kernel
Common Stock”).
Following
the Domestication, the parties will effect the merger of Kernel Merger Sub with and into the Company, with the Company continuing as
the surviving entity as a wholly owned subsidiary of ParentCo (the “First Merger”). Immediately following the First Merger,
AIRO Merger Sub will merge with and into AIRO Group Holdings, with AIRO Group Holdings continuing as the surviving entity as a wholly
owned subsidiary of ParentCo (the “Second Merger” and the other transactions contemplated by the Business Combination Agreement,
together, the “Transaction”).
As
consideration for the Second Merger, the holders of AIRO Group Holdings’ securities collectively shall be entitled to receive from
ParentCo, in the aggregate, a number of shares of ParentCo common stock with an aggregate value equal to (the “AIRO Merger Consideration”)
(a) $770,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount,
if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing
net debt exceeds the target net debt of $75,000,000, by more than $500,000 (but not less than zero), plus (e) the amount, if any, by
which the target net debt of $75,000,000 exceeds closing net debt, minus (f) the amount, if any, by which the company transaction expenses
exceed the target company transaction expenses of $14,000,000 (but not less than zero). In addition, holders of AIRO Group
Holdings’ securities shall have the contingent right to receive from ParentCo, in the aggregate, up to 33,000,000 additional shares
of ParentCo common stock, and the Sponsor shall have the contingent right to receive up to 3,300,000 shares of ParentCo Common Stock (the
“Earnout Shares”). In the event that for any full 12-month period (each an “Earnout Period”) commencing on or
after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter
following the Closing Date (the “Earnout End Date,” and the period between the Earnout Start Date and the Earnout End Date,
the “Earnout Eligibility Period”) ParentCo’s revenue is (i) greater than or equal to $42,600,000 for the first time
during the Earnout Eligibility Period, (ii) greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period,
and (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then upon the occurrence of
each (i), (ii), and (iii), ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s pro rata share
of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares. In the event that ParentCo’s EBITDA for any
Earnout Period is (x) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period, (y) greater than
or equal to $4,000,000 for the first time during the Earnout Eligibility Period and (z) greater than or equal to $98,600,000 for the first
time during the Earnout Eligibility Period, then upon the occurrence of each (x), (y), and (z), ParentCo shall issue to each of the stockholders
of AIRO Group Holding such stockholder’s pro rata share of 4,400,000 Earnout Shares and the Sponsor shall be issued 440,000 Earnout
Shares.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties
(unless waived): (i) approval of the shareholders of Kernel and AIRO Group Holdings of the Transaction and the other matters requiring
shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii)
receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been
declared effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a Material Adverse Effect with
respect to the other party; (viii) the satisfaction of the $5,000,001 minimum net tangible asset test by Kernel; (ix) approval from Nasdaq
for the listing of the shares of ParentCo’s common to be issued in connection with the Transaction; and (x) reconstitution of the
Post-Closing Board as contemplated under the Business Combination Agreement.
In
addition, unless waived by AIRO Group Holdings, the obligations of AIRO Group Holdings to consummate the Transaction are subject to the
satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined
and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties
of Kernel being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions,
including materiality qualifiers); (ii) Kernel having performed in all material respects its obligations and complied in all material
respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on
or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Kernel since the date of the Business
Combination Agreement which is continuing and uncured; (iv) the replacement of the Replacement Warrants and Replacement Options; (v)
at the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the trust account (after giving effect to
the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment,
fifty percent (50%) of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during
the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any
executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such
cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date.
Finally,
unless waived by Kernel, the obligations of Kernel to consummate the Transaction are subject to the satisfaction of the following additional
Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below),
customary certificates and other Closing deliverables: (i) the representations and warranties of AIRO Group Holdings being true and correct
as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers);
(ii) AIRO Group Holdings having performed in all material respects their respective obligations and complied in all material respects
with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by
them on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to AIRO Group Holdings and its
subsidiaries on a consolidated basis since the date of the Business Combination Agreement which is continuing and uncured; (iv) delivery
of AIRO’s 2022 Audited Financials within 60 days of the Business Combination Agreement’s signing; (v) the completion of Kernel’s
legal due diligence of AIRO Group Holdings and its subsidiaries to Kernel’s reasonable satisfaction; (vi) the replacement of the
Replacement Warrants and Replacement Options; and (vii) the aggregate amount of all Indebtedness of the Target Companies due earlier
than 180 days after the Closing (less Company cash at Closing) is less than Fifty Million U.S. Dollars ($50,000,000).
On August 29, 2023, the Company, ParentCo, Kernel Merger Sub, AIRO Merger
Sub, Seller Representative, AIRO Group Holdings, and the Sponsor entered into the First Amendment to the Business Combination Agreement
(the “First Amendment”). The First Amendment amends the Business Combination Agreement to make certain changes to the earnout
provisions to fix the number of Earnout Shares that can be granted in each Earnout Period based on a $10.00 per share price.
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
The escalation
in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability
of the Middle East region. It is unknown how long any of these disruptions will continue and whether such disruptions will become more
severe.
The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these
condensed financial statements.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
As a result
of political tensions in the Middle East and the military action commenced in February 2022 by the Russian Federation and Belarus in
the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations
of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.
Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may
be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing
being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy
and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination
are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Going
Concern
As
of September 30, 2023, the Company had approximately $804 in its operating bank account and a working capital deficit of $13,027,621.
The
Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Original Sponsor to cover for certain
expenses in exchange for the issuance of the Founder Shares, the loan of $ from the Original Sponsor under the Note, certain portion
of the proceeds from the consummation of the Private Placement not held in the Trust Account, the Promissory Note of $2,100,000, and
Convertible Promissory Note of $1,450,000. The Company repaid $ of the loan from the Original Sponsor in February 2021. In addition,
in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. If the Company
completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to
the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a
Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Management
has determined that the Company has access to funds from the Sponsor or an affiliate of the Sponsor, or certain of our officers and
directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over
this time period, the Company will be using these funds for paying certain existing accounts payable, identifying and evaluating
prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business
Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of
Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company have determined that the
liquidity condition, the date of the mandatory liquidation and subsequent dissolution raises substantial doubt about the
Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or
liabilities should the Company be required to liquidate after December 5, 2023, with the option to extend an additional two months
to February 5, 2024, as permitted by the Company’s governing documents. The unaudited condensed financial statements do not include any adjustment that might be necessary if the
Company are unable to continue as a going concern. The Company’s management plans to complete a business combination prior to
the mandatory liquidation date.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q
and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the
annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required
for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial
statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances
and results for the period presented. Operating results for the three and nine months ended September 30, 2023, are not necessarily
indicative of the results that may be expected through December 31, 2023, or any future period.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K filed with the SEC.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.
Use
of Estimates
The
preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the
estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which
the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming
events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination
of the fair value of the warrant liability and forward purchase agreement. Actual results could differ from those estimates.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in Trust Account.
The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured
limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s
financial condition, results of operations, and cash flows.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2023 or December 31, 2022.
Investments
Held in Trust Account
Until February 2023, the Company’s portfolio of investments held
in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally
have a readily determinable fair value, or a combination thereof. In July 2023, the Company instructed Continental to instead hold the
funds in the Trust Account in an interest-bearing demand deposit account. In February 2023, the Company transferred the funds in the Trust
Account into cash, and in August 2023, the Company transferred the Trust Account funds back to an interest-bearing demand deposit account.
When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified
as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments
are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at
fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included
in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair
values of investments held in the Trust Account are determined using available market information. During the nine months ended September
30, 2023, $246,225,328 was paid to redeeming shareholders. At September 30, 2023 and December 31, 2022, the investments held in the Trust
Account totaled $66,631,804 and $309,234,766, respectively.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair
Value Measurements”, equals or approximates the carrying amounts represented in the balance sheets, except for warrant liabilities
(see Note 10).
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
|
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
|
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
Derivative
Financial Instruments
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification
of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end
of each reporting period.
The
warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities
in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the
instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised.
The fair value of warrants issued in connection with the Private Placement has been measured by using the market value of the public
warrants. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo
simulation and subsequently has been measured based on the market price at each measurement date when separately listed and traded. The
determination of the fair value of the derivative liability may be subject to change as more current information becomes available and
accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The Forward Purchase Agreement (see Note 6) is classified as
a derivative in the condensed balance sheets with changes in the fair value recognized in the unaudited condensed statements of operations.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Convertible
Promissory Notes
On
March 23, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $600,000 (the ‘First Polar
Fund Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of 600,000 Class A
Common Stock at the closing of a business combination (“Share Rights”). At the option of Polar Multi-Strategy Master Fund,
upon the closing of a business combination, the outstanding principal of $600,000 at September 30, 2023 may be converted into a number
of Class A Common Stock at a rate of one Class A Common Stock for each $10.00 of additional capital contribution (60,000 shares).
On
April 4, 2023, Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ (“the Aesther Healthcare
Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of Class A Common
Stock at the closing of a business combination (“Share Rights”). At the option of Aesther Healthcare Sponsor, upon the closing
of a business combination, the outstanding principal of $ at September 30, 2023 may be converted into a number of Class A Common
Stock at a rate of one Class A Common Stock for each $ of additional capital contribution ( shares).
On
April 25, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $800,000 (the “Second Polar
Fund Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of 800,000 Class A
Common Stock at the closing of a business combination (“Share Rights”). At the option of Polar Multi-Strategy Master Fund,
upon the closing of a business combination, the outstanding principal of $800,000 at September 30, 2023 may be converted into a number
of Class A Common Stock at a rate of one Class A Common Stock for each $10 of additional capital contribution (80,000 shares).
Collectively,
the First Polar Fund Convertible Note, the Aesther Healthcare Convertible Note and the Second Polar Fund Convertible Note are referred
to as the Convertible Notes. The Company accounted for its Share Rights as equity-classified instruments based on an assessment of the
Share Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the
Share Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and
whether the Share Rights meet all the requirements for equity classification under ASC 815, including whether the Share Rights are indexed
to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use
of professional judgment, was conducted at the time of Share Rights issuance. Both the Convertible Promissory Note and the Share Rights
meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2, “Debt With Conversion
and Other Options”, requiring that the loan proceeds be allocated to the two instruments based on their relative fair values.
At March 23, 2023, the Company allocated $53,191 of the proceeds to the First Polar Fund Convertible Note and $546,809 for the Share
Rights. At April 4, 2023, the Company allocated $4,409 of the proceeds to the Asther Healthcare Convertible Note and $45,591 for the
Share Rights. At April 25, 2023, the Company allocated $70,299 of the proceeds to the Second Polar Fund Convertible Note and $729,701
for the Share Rights. The Share Rights are recognized as a debt discount to the Convertible Promissory Notes and accreted through interest
expense to the face value of the Convertible Promissory Notes utilizing an effective interest method. At September 30, 2023, the carrying
value of the Convertible Promissory Notes (see Note 5) was $1,450,000, reflecting the fully amortized discount.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant
liabilities are expensed as incurred, and presented as other income (expenses) in the unaudited condensed statements of operations. Offering
costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the
completion of the Initial Public Offering. The Company classified deferred underwriting commissions as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class
A Ordinary Shares Subject to Possible Redemption
The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing
Liabilities from Equity. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments
and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, the Company
had 6,315,949 and 30,475,000 Class A ordinary shares subject to possible redemption, that are presented as temporary equity, outside
of the shareholders’ deficit section of the Company’s condensed balance sheets, respectively. During the nine months ended
September 30, 2023, 24,159,051 Class A ordinary shares were redeemed by shareholders.
Under
ASC 480-10 S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying
value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting
period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company
recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to
the extent available) and accumulated deficit.
Net
Income (Loss) per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company
has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are
shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net
income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares
outstanding for the respective period.
The
calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in
the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 Class A ordinary shares in calculation of diluted
income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the
treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three
and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from
earnings per share as the redemption value approximates fair value.
The
Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent
on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares
in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.
SCHEDULE
OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE
| |
For the Three Months Ended
September 30, 2023 | | |
For the Three Months Ended
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net income - basic and diluted | |
$ | 112,997 | | |
$ | 74,160 | | |
$ | 1,838,361 | | |
$ | 459,590 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average ordinary shares outstanding, basic and diluted | |
| 11,608,672 | | |
| 7,618,750 | | |
| 30,475,000 | | |
| 7,618,750 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | 0.06 | | |
$ | 0.06 | |
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
| |
For the Nine Months Ended
September 30, 2023 | | |
For the Nine Months Ended
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net (loss) income - basic and diluted | |
$ | (5,192,125 | ) | |
$ | (3,211,764 | ) | |
$ | 10,175,157 | | |
$ | 2,543,789 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average ordinary shares outstanding, basic and diluted | |
| 12,316,438 | | |
| 7,618,750 | | |
| 30,475,000 | | |
| 7,618,750 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per ordinary share | |
$ | (0.42 | ) | |
$ | (0.42 | ) | |
$ | 0.33 | | |
$ | 0.33 | |
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes.” ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023
and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.
There
is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.
Recent
Accounting Pronouncements
In
June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale
Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity
security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that
are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.
The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within
those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made
available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements.
The
Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently
adopted, would have a material effect on the Company’s financial statements.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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v3.23.3
INITIAL PUBLIC OFFERING
|
9 Months Ended |
Sep. 30, 2023 |
Initial Public Offering |
|
INITIAL PUBLIC OFFERING |
NOTE
3. INITIAL PUBLIC OFFERING
On
February 5, 2021, the Company consummated its Initial Public Offering of 30,475,000 Units, including 3,975,000 Over-Allotment Units,
at $10.00 per Unit, generating gross proceeds of approximately $304.8 million, and incurring offering costs of approximately $17.4 million,
of which approximately $10.7 million was for deferred underwriting commissions. In the nine months ended September 30, 2023, 24,159,051
Class A ordinary shares were redeemed by shareholders.
Each
Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public
Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment
(see Note 9).
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v3.23.3
RELATED PARTY TRANSACTIONS
|
9 Months Ended |
Sep. 30, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE
4. RELATED PARTY TRANSACTIONS
Founder
Shares
On
November 19, 2020, the Original Sponsor paid an aggregate of $ for certain expenses on behalf of the Company in exchange for issuance
of Class B ordinary shares (the “Founder Shares”). On January 11, 2021, the Company effected a 1 for 1.25 forward
stock split of the Founder Shares that increased the number of outstanding Founder Shares from 5,750,000 to 7,187,500 shares, and the
Original Sponsor transferred an aggregate of 75,000 Founder Shares to the independent directors and an aggregate of 50,000 Founder Shares
to the Former Advisors. On February 2, 2021, the Company effected a 1 for 1.06 forward stock split of the Founder Shares that increased
the number of outstanding Founder Shares from 7,187,500 to 7,618,750 shares and resulted in the Original Sponsor holding 7,493,750 Founder
Shares. The Original Sponsor agreed to forfeit up to an aggregate of 993,750 Founder Shares to the extent that the option to purchase
additional Units was not exercised in full by the underwriters or was reduced, so that the Founder Shares would represent 20% of the
Company’s issued and outstanding shares after the Initial Public Offering. On February 5, 2021, the underwriter fully exercised
its over-allotment option; thus, these 993,750 Founder Shares are no longer subject to forfeiture.
The
Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after
the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of
the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after the initial
Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar
transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or
other property.
On
December 28, 2022, the Company entered into a purchase agreement with the Original Sponsor, and the New Sponsor, pursuant to which the
New Sponsor, or an entity designated by the New Sponsor, will purchase from the Original Sponsor Class B ordinary shares of
the Company, par value $ per share and Private Placement Warrants, each of which is exercisable to purchase one Class
A ordinary share of the Company, par value $ per share, for an aggregate purchase price of $ payable at the time the Company
effects the initial Business Combination. Upon the closing of the initial Business Combination, New Sponsor shall also convey
Class B ordinary shares to the equityholders of the Original Sponsor, as of the Effective Date, pro rata based on the equityholders’
underlying interest in the Company’s Class B ordinary shares as of the Effective Date.
Private
Placement Warrants
Simultaneously
with the closing of the Initial Public Offering, the Company consummated a Private Placement of
8,750,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Original Sponsor, generating gross proceeds
of approximately $8.8 million.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
On
December 28, 2022, the Original Sponsor transferred all Private Placement Warrants to the New Sponsor.
Each
whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the
proceeds from the sale of the Private Placement Warrants to the Original Sponsor was added to the proceeds from the Initial Public Offering
held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement
Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as
they are held by the Sponsor or its permitted transferees.
The
Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of
their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related
Party Loans
In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an
affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds
as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the
Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid
only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used
to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of
the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans.
During
the nine months ended September 30, 2023, the Company entered into loan agreements with eleven investors and the Sponsor (the “Loan
Agreements”). Pursuant to the Loan Agreements, the investors loaned the Sponsor a total of $2,100,000, which will in turn be loaned
by the Sponsor to the Company, to cover a portion of the extension fees with any remaining balance to be used for the Company’s
working capital. The Loan Agreements accrue 8% interest per annum and shall be repaid upon closing the initial Business Combination.
The Company intends to pay all principal under the Loan Agreements and shall not be responsible for the payment of any interest on the
loans. As of September 30, 2023, the total amount drawn on the Loan Agreements was $1,667,311.
Administrative
Support Agreement
Commencing
on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business
Combination or its liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, administrative and support
services. For the three months ended September 30, 2023 and 2022, the Company incurred $30,000 and $30,000 for such services, respectively.
For the nine months ended September 30, 2023 and 2022, the Company incurred $90,000 and $90,000 for such services, respectively. As of
September 30, 2023 and December 31, 2022, $260,000 and $170,000 were outstanding, respectively, and included in accrued expenses –
related party as reflected in the accompanying condensed balance sheets.
In
addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due
diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the
Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business
Combination will be made from funds held outside the Trust Account. For the three and nine months ended September 30, 2023 and 2022,
the Company did not incur or reimburse any Business Combination costs to the Sponsor or any related party.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.23.3
DEBT
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
DEBT |
NOTE
5. DEBT
The Convertible Promissory Notes are non-interest bearing and are due within
five business days from the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination,
the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Promissory Notes; however, no proceeds
from the Trust Account may be used for such repayment if the Company does not consummate the business combination. The Convertible Promissory
Notes may be converted into Class A Common Stock at one share for each $10.00 of additional capital contribution at the option of the
investor.
The
Company complies with ASC Topic 835, “Interest” (“ASC 835”). In accordance with ASC 835-30, discounts to the
principal amounts are included in the carrying value of the Notes and amortized to “Interest expense” over the remaining
term of the underlying debt to the Convertible Promissory Note’s maturity date.
As
described in Note 1, on March 23, 2023 the Company entered into the First Polar Fund Convertible Note pursuant to which Polar
Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $600,000.
Additionally, the Company on April 25, 2023 entered into the Second Polar Fund Convertible Note, pursuant to which Polar
Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $800,000.
As of September 30, 2023 and December 31, 2022, the outstanding balance under the First and Second Polar Fund Convertible Promissory
Notes amounted to an aggregate of $1,400,000 and
$0,
respectively. The Company recorded $546,809 and
$729,701 for
debt discount upon issuance of the First Polar Fund Convertible Note, and Second Polar Fund Convertible Note, respectively. For the
three and nine months ended September 30, 2023, the amortization of the discount resulted in total interest expense of $403,357 and
$1,276,510
for these loans, respectively.
The
Company also entered into the Aesther Healthcare Convertible Note on April 4, 2023, pursuant to which
Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $. As of September 30, 2023 and December 31, 2022,
the outstanding balance under the Aesther Healthcare Convertible Note amounted to an aggregate of $50,000 and $0, respectively. The Company
recorded a $45,591 debt discount upon issuance of the Aesther Healthcare Convertible Promissory Note. For the three and nine months ended September
30, 2023, the amortization of the discount resulted in interest expense of $13,343 and $45,591 for this loan, respectively.
|
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.23.3
COMMITMENTS AND CONTINGENCIES
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
and Shareholder Rights
The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Convertible Promissory Note
(and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion
of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon
the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding
short form demands, that the Company registers such securities. In addition, the holders will be entitled to certain demand and “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the final date of the prospectus relating to the Initial Public Offering to purchase
up to 3,975,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 5,
2021, the underwriter fully exercised its over-allotment option.
The
underwriter was entitled to an underwriting discount of $0.20
per unit, approximately $6.1
million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35
per unit, or approximately $10.7
million in the aggregate will be payable to the underwriter for deferred underwriting commissions. On May 24, 2023, the
underwriters agreed to waive its rights to its portion of the fee payable by the Company for deferred underwriting commissions, with
respect to any potential Business Combination of the Company. Of the total $10,666,250
waived fee, $9,910,904 was recorded as a decrease to the common stock subject to redemption and $755,346
was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the condensed statements of operations,
following a manner consistent with the original allocation of the deferred underwriting fees.
Forward
Purchase Agreement
In
February 2023, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) pursuant to
which Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP
(collectively the “Seller”), intends, but is not obligated, to purchase from the Company up to a maximum of 7,700,000
Class A ordinary shares (the “Forward Purchase Shares”) from holders (other than the Company or its affiliates) who have
elected to redeem such shares in connection with the Business Combination. Purchases by Seller will be made through brokers in the
open market after the redemption deadline in connection with the Business Combination at a price no higher than the redemption price
to be paid by the Company in connection with the Business Combination.
The
Seller will determine in its sole discretion the specific number of Forward Purchase Shares (up to 7,700,000) that it will purchase,
if any, and the obligation of the Company to sell the Forward Purchase Shares is subject to the approval of the Seller’s manager
following notice to the Seller that the Company intends to enter into an agreement for a Business Combination.
The Forward Purchase Agreement also provides that the Seller is entitled
to registration rights with respect to the Forward Purchase Shares. The proceeds from the sale of the Forward Purchase Shares may be used
as part of the consideration to the Company in an initial Business Combination, expenses in connection with an initial Business Combination
or for working capital in the post-Business Combination company. These purchases are required to be made regardless of whether any Class
A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for an
initial Business Combination. The forward purchase shares will be issued only in connection with the closing of an initial Business Combination.
The Company accounts for the Forward Purchase Agreement in accordance with
the guidance contained in ASC 480-10. Such guidance provides that because the forward purchase agreement does not meet the criteria for
equity treatment thereunder, the agreement must be recorded as a liability. Accordingly, the Company classifies the forward purchase agreement
as an asset or liability at its fair value. This asset or liability is subject to re-measurement at each balance sheet date. With each
such remeasurement, the asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s
condensed statements of operations.
The
Company fair valued the Forward Purchase Agreement at September 30, 2023 with a value of $6,261,728.
Premium
Finance Agreement - D&O Insurance
In
order to obtain a public company directors and officers insurance policy (“D&O Insurance”), the Company entered into
two agreements with premium financing lenders, where by the lenders paid the D&O Insurance premium for the company (“Premium
Finance Agreements”). If the Company were to not pay the lenders monthly installment payments, the lenders would cancel the D&O
Insurance and the remaining D&O Insurance premium would be returned to the lenders. In addition, if the Company were to cancel the
D&O Insurance, the remaining D&O Insurance premium would be returned to the lenders.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
first Premium Finance Agreement is for $350,000 and accrues interest at a fixed rate of 7.5% per annum for a total of $3,136 over the
term of the Premium Finance Agreement. Monthly payments of $35,784, were paid in four monthly installments, which commenced on February
28, 2023 with a maturity date of May 28, 2023. Upon entering into the Premium Finance Agreement, an upfront payment of $210,000 was due
and paid on March 27, 2023.
The
second Premium Finance Agreement is for $194,569 and accrues interest at a fixed rate of 7.5% per annum for a total of $1,744 over the
term of the Premium Finance Agreement. Monthly payments of $19,893, were paid in four monthly installments, which commenced on February
28, 2023 with a maturity date of May 28, 2023. Upon entering into the Premium Finance Agreement, an upfront payment of $116,741 was due
and paid on March 27, 2023.
During
the three months ended September 30, 2023, the total expenses incurred under the Premium Finance Agreements, covering upfront,
monthly and interest payments was $136,578
and are included in general and administrative costs on the accompanying statements of operations. During the nine months ended
September 30, 2023, the total expenses incurred under the Premium Finance Agreements, covering upfront, monthly and interest
payments was $548,665
and are included in general and administrative costs on the accompanying statements of operations. The total cash disbursements made
under the Finance Agreements totaled $545,302 for
the nine months ended September 30, 2023.
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v3.23.3
WARRANTS
|
9 Months Ended |
Sep. 30, 2023 |
Warrants |
|
WARRANTS |
NOTE
7. WARRANTS
As
of September 30, 2023 and December 31, 2022, the Company had 15,237,500 Public Warrants and 8,750,000 Private Placement Warrants outstanding.
Public
Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units
and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has
an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public
Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants
on a cashless basis under certain circumstances). The Company agreed that as soon as practicable, but in no event later than twenty (20)
business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with
the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.
If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th
day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the
above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at
its option, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required
to file or maintain in effect a registration statement.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked
securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective
issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the
board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares
held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z)
the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the
price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and
the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market
Value and the Newly Issued Price.
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i)
that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not
be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions,
(ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or such
its permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants
on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor
or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable
by such holders on the same basis as the Public Warrants.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00:
Once
the warrants become exercisable, the Company may call the outstanding warrants (except as described herein with respect to the Private
Placement Warrants):
|
● |
in
whole and not in part; |
|
● |
at
a price of $0.01 per warrant; |
|
● |
upon
a minimum of 30 days’ prior written notice of redemption; and |
|
● |
if,
and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per
share (as adjusted) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which
the Company sends the notice of redemption to the warrant holders. |
The
Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class
A ordinary shares is available throughout the 30-day redemption period.
Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00:
Once
the warrants become exercisable, the Company may redeem the outstanding warrants:
|
● |
in
whole and not in part; |
|
● |
at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference
to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; |
|
● |
if,
and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days
within the 30-trading-day period ending three trading days before the Company sends the notice of redemption to the warrant holders;
and |
|
● |
if
the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading-day period ending on the third trading
day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as
adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public
Warrants, as described above. |
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
“fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class
A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than
0.361 Class A ordinary shares per warrant (subject to adjustment).
In
no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within
the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such
funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust
Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
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v3.23.3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
|
9 Months Ended |
Sep. 30, 2023 |
Class Ordinary Shares Subject To Possible Redemption |
|
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
NOTE
8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
The
Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control
and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value
of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September
30, 2023 and December 31, 2022, there were 6,315,949 and 30,475,000, respectively, of Class A ordinary shares outstanding, which were
all subject to possible redemption and are classified outside of permanent equity in the balance sheets.
The
Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table:
SCHEDULE
OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Class A ordinary shares subject to possible redemption as of December 31, 2022 | |
| 309,134,766 | |
Redemption of shares | |
| (232,542,916 | ) |
Remeasurement of carrying value to redemption value | |
| 1,559,464 | |
Class A ordinary shares subject to possible redemption as of March 31, 2023 | |
| 78,151,314 | |
Derecognition of deferred underwriting fee payable allocated to Class A ordinary shares | |
| 9,910,904 | |
Remeasurement of carrying value to redemption value | |
| (9,010,904 | ) |
Class A ordinary shares subject to possible redemption as of June 30, 2023 | |
| 79,051,314 | |
Redemption of shares | |
| (13,682,412 | ) |
Remeasurement of carrying value to redemption value | |
| 1,162,902 | |
Class A ordinary shares subject to possible redemption as of September 30, 2023 | |
$ | 66,531,804 | |
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
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v3.23.3
SHAREHOLDERS’ DEFICIT
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
SHAREHOLDERS’ DEFICIT |
NOTE
9. SHAREHOLDERS’ DEFICIT
Preference
Shares-The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of September
30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class
A Ordinary Shares-The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share.
Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. During the nine months ended September
30, 2023, 24,159,051 Class A ordinary shares were redeemed by shareholders. As of September 30, 2023 and December 31, 2022, there were
6,315,949 and 30,475,000 Class A ordinary shares outstanding, all of which were subject to possible redemption and included as temporary
equity (see Note 8).
Class
B Ordinary Shares-The Company is authorized to issue 50,000,000
Class B ordinary shares with a par value of $0.0001
per share. There were 7,618,750
shares issued and outstanding as of September
30, 2023 and December 31, 2022.
Class
A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be
voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote
together as a single class on all matters submitted to a vote of the shareholders except as required by law.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a
ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on
an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial
Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise
of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation
to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable
for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination
and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working
Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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- DefinitionThe entire disclosure for equity.
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v3.23.3
FAIR VALUE MEASUREMENTS
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
FAIR VALUE MEASUREMENTS |
NOTE
10. FAIR VALUE MEASUREMENTS
The
following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a
recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company
utilized to determine such fair value:
SCHEDULE
OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
September 30, 2023 | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
Money market funds | |
$ | 66,631,804 | | |
$ | 66,631,804 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative liability - forward purchase | |
$ | 6,261,728 | | |
| | | |
| | | |
$ | 6,261,728 | |
Warrant liability – Public Warrants | |
$ | 914,250 | | |
$ | — | | |
$ | 914,250 | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 525,000 | | |
$ | — | | |
$ | 525,000 | | |
$ | — | |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
Money market funds | |
$ | 309,234,766 | | |
$ | 309,234,766 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 86,854 | | |
$ | 86,854 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement | |
$ | 87,500 | | |
$ | — | | |
$ | 87,500 | | |
$ | — | |
Warrant liability | |
$ | 87,500 | | |
$ | — | | |
$ | 87,500 | | |
$ | — | |
Transfers
to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement
Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022 due to the
use of an observable market quote for a similar asset in an active market. The estimated fair value of the Public Warrants transferred from a Level 1 fair value measurement to a Level 2 fair value measurement
in the second quarter of 2023 due to limited trading activity observed.
Level
1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual
trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of
its investments.
For
periods where no observable traded price was available, the fair value of the Public Warrants issued in connection with the Initial Public
Offering, the Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting
period and Black-Scholes Option Pricing Model to estimate the fair value of the private warrants at each reporting period, with changes
in fair value recognized in the unaudited condensed statements of operations.
The
estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined
using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life,
and risk-free interest rate. The Company estimates the volatility based on historical volatility of select peer company’s shares that
matches the expected remaining life of the Forward Purchase Agreement. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve
on the grant date for a maturity similar to the expected remaining life of the Forward Purchase Agreement. The expected life of the Forward Purchase Agreement is assumed
to be equivalent to their remaining contractual term. Any changes in these assumptions can change the valuation significantly.
The
following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date:
SCHEDULE
OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS
Forward Purchase Agreement | |
At September 30, 2023 | |
Exercise price | |
$ | 10.53 | |
Stock Price | |
$ | 10.61 | |
Time to Business Combination (years) | |
| 3.13 | |
Risk-free rate | |
| 4.68 | % |
Volatility rate | |
| 4.80 | % |
Probability of completing an initial Business Combination | |
| 75 | % |
The
following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured
at fair value on a recurring basis:
SCHEDULE
OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS
Forward Purchase Agreement liabilities at December 31, 2022 | |
| — | |
Unrealized loss | |
| 5,473,232 | |
Fair value as of June 30, 2023 | |
$ | 5,473,232 | |
Unrealized loss | |
| 788,496 | |
Fair value as of September 30, 2023 | |
$ | 6,261,728 | |
|
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v3.23.3
SUBSEQUENT EVENTS
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
11. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued.
Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required
adjustment or disclosure in the unaudited condensed financial statements.
On
October 5, 2023, The Company 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 October 5, 2023, to November 5, 2023. The Extension is the third of six-monthly extensions permitted under the Company’s governing
documents.
On
November 6, 2023, The Company 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 November 5, 2023, to December 5, 2023. The Extension is the fourth of six-monthly extensions permitted under the Company’s
governing documents.
On November 1, 2023 and
November 6, 2023, the Company entered into loan agreements with two investors and the Sponsor (the “November Loan Agreements”).
Pursuant to the November Loan Agreements, the investors loaned the Sponsor a total of $250,000, which will in turn be loaned by the Sponsor
to the Company, to cover a portion of the extension fees with any remaining balance to be used for the Company’s working capital.
The Loan Agreements accrue 8% interest per annum and shall be repaid upon closing the initial Business Combination. The Company intends
to pay all principal under the Loan Agreements and shall not be responsible for the payment of any interest on the loans.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation
The
accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q
and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the
annual financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required
for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed financial
statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances
and results for the period presented. Operating results for the three and nine months ended September 30, 2023, are not necessarily
indicative of the results that may be expected through December 31, 2023, or any future period.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K filed with the SEC.
|
Emerging Growth Company |
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.
|
Use of Estimates |
Use
of Estimates
The
preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the
estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which
the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming
events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination
of the fair value of the warrant liability and forward purchase agreement. Actual results could differ from those estimates.
|
Concentration of Credit Risk |
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in Trust Account.
The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured
limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s
financial condition, results of operations, and cash flows.
|
Cash and Cash Equivalents |
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2023 or December 31, 2022.
|
Investments Held in Trust Account |
Investments
Held in Trust Account
Until February 2023, the Company’s portfolio of investments held
in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally
have a readily determinable fair value, or a combination thereof. In July 2023, the Company instructed Continental to instead hold the
funds in the Trust Account in an interest-bearing demand deposit account. In February 2023, the Company transferred the funds in the Trust
Account into cash, and in August 2023, the Company transferred the Trust Account funds back to an interest-bearing demand deposit account.
When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified
as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments
are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at
fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included
in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair
values of investments held in the Trust Account are determined using available market information. During the nine months ended September
30, 2023, $246,225,328 was paid to redeeming shareholders. At September 30, 2023 and December 31, 2022, the investments held in the Trust
Account totaled $66,631,804 and $309,234,766, respectively.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair
Value Measurements”, equals or approximates the carrying amounts represented in the balance sheets, except for warrant liabilities
(see Note 10).
|
Fair Value Measurements |
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
|
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
|
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
|
Derivative Financial Instruments |
Derivative
Financial Instruments
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification
of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end
of each reporting period.
The
warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities
in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the
instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised.
The fair value of warrants issued in connection with the Private Placement has been measured by using the market value of the public
warrants. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo
simulation and subsequently has been measured based on the market price at each measurement date when separately listed and traded. The
determination of the fair value of the derivative liability may be subject to change as more current information becomes available and
accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The Forward Purchase Agreement (see Note 6) is classified as
a derivative in the condensed balance sheets with changes in the fair value recognized in the unaudited condensed statements of operations.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
Convertible Promissory Notes |
Convertible
Promissory Notes
On
March 23, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $600,000 (the ‘First Polar
Fund Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of 600,000 Class A
Common Stock at the closing of a business combination (“Share Rights”). At the option of Polar Multi-Strategy Master Fund,
upon the closing of a business combination, the outstanding principal of $600,000 at September 30, 2023 may be converted into a number
of Class A Common Stock at a rate of one Class A Common Stock for each $10.00 of additional capital contribution (60,000 shares).
On
April 4, 2023, Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ (“the Aesther Healthcare
Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of Class A Common
Stock at the closing of a business combination (“Share Rights”). At the option of Aesther Healthcare Sponsor, upon the closing
of a business combination, the outstanding principal of $ at September 30, 2023 may be converted into a number of Class A Common
Stock at a rate of one Class A Common Stock for each $ of additional capital contribution ( shares).
On
April 25, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $800,000 (the “Second Polar
Fund Convertible Note”) to be used for a portion of the expenses of the Company in exchange for the issuance of 800,000 Class A
Common Stock at the closing of a business combination (“Share Rights”). At the option of Polar Multi-Strategy Master Fund,
upon the closing of a business combination, the outstanding principal of $800,000 at September 30, 2023 may be converted into a number
of Class A Common Stock at a rate of one Class A Common Stock for each $10 of additional capital contribution (80,000 shares).
Collectively,
the First Polar Fund Convertible Note, the Aesther Healthcare Convertible Note and the Second Polar Fund Convertible Note are referred
to as the Convertible Notes. The Company accounted for its Share Rights as equity-classified instruments based on an assessment of the
Share Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the
Share Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and
whether the Share Rights meet all the requirements for equity classification under ASC 815, including whether the Share Rights are indexed
to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use
of professional judgment, was conducted at the time of Share Rights issuance. Both the Convertible Promissory Note and the Share Rights
meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2, “Debt With Conversion
and Other Options”, requiring that the loan proceeds be allocated to the two instruments based on their relative fair values.
At March 23, 2023, the Company allocated $53,191 of the proceeds to the First Polar Fund Convertible Note and $546,809 for the Share
Rights. At April 4, 2023, the Company allocated $4,409 of the proceeds to the Asther Healthcare Convertible Note and $45,591 for the
Share Rights. At April 25, 2023, the Company allocated $70,299 of the proceeds to the Second Polar Fund Convertible Note and $729,701
for the Share Rights. The Share Rights are recognized as a debt discount to the Convertible Promissory Notes and accreted through interest
expense to the face value of the Convertible Promissory Notes utilizing an effective interest method. At September 30, 2023, the carrying
value of the Convertible Promissory Notes (see Note 5) was $1,450,000, reflecting the fully amortized discount.
|
Offering Costs Associated with the Initial Public Offering |
Offering
Costs Associated with the Initial Public Offering
Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public
Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant
liabilities are expensed as incurred, and presented as other income (expenses) in the unaudited condensed statements of operations. Offering
costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the
completion of the Initial Public Offering. The Company classified deferred underwriting commissions as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
Class A Ordinary Shares Subject to Possible Redemption |
Class
A Ordinary Shares Subject to Possible Redemption
The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, Distinguishing
Liabilities from Equity. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments
and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, the Company
had 6,315,949 and 30,475,000 Class A ordinary shares subject to possible redemption, that are presented as temporary equity, outside
of the shareholders’ deficit section of the Company’s condensed balance sheets, respectively. During the nine months ended
September 30, 2023, 24,159,051 Class A ordinary shares were redeemed by shareholders.
Under
ASC 480-10 S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying
value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting
period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company
recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to
the extent available) and accumulated deficit.
|
Net Income (Loss) per Ordinary Share |
Net
Income (Loss) per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company
has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are
shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net
income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares
outstanding for the respective period.
The
calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in
the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 Class A ordinary shares in calculation of diluted
income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the
treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three
and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from
earnings per share as the redemption value approximates fair value.
The
Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent
on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares
in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.
SCHEDULE
OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE
| |
For the Three Months Ended
September 30, 2023 | | |
For the Three Months Ended
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net income - basic and diluted | |
$ | 112,997 | | |
$ | 74,160 | | |
$ | 1,838,361 | | |
$ | 459,590 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average ordinary shares outstanding, basic and diluted | |
| 11,608,672 | | |
| 7,618,750 | | |
| 30,475,000 | | |
| 7,618,750 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | 0.06 | | |
$ | 0.06 | |
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
| |
For the Nine Months Ended
September 30, 2023 | | |
For the Nine Months Ended
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net (loss) income - basic and diluted | |
$ | (5,192,125 | ) | |
$ | (3,211,764 | ) | |
$ | 10,175,157 | | |
$ | 2,543,789 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average ordinary shares outstanding, basic and diluted | |
| 12,316,438 | | |
| 7,618,750 | | |
| 30,475,000 | | |
| 7,618,750 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per ordinary share | |
$ | (0.42 | ) | |
$ | (0.42 | ) | |
$ | 0.33 | | |
$ | 0.33 | |
|
Income Taxes |
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes.” ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023
and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.
There
is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
In
June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale
Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity
security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that
are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.
The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within
those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made
available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements.
The
Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently
adopted, would have a material effect on the Company’s financial statements.
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- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE |
SCHEDULE
OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE
| |
For the Three Months Ended
September 30, 2023 | | |
For the Three Months Ended
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net income - basic and diluted | |
$ | 112,997 | | |
$ | 74,160 | | |
$ | 1,838,361 | | |
$ | 459,590 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average ordinary shares outstanding, basic and diluted | |
| 11,608,672 | | |
| 7,618,750 | | |
| 30,475,000 | | |
| 7,618,750 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | 0.06 | | |
$ | 0.06 | |
KERNEL
GROUP HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
| |
For the Nine Months Ended
September 30, 2023 | | |
For the Nine Months Ended
September 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
| |
| | |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Allocation of net (loss) income - basic and diluted | |
$ | (5,192,125 | ) | |
$ | (3,211,764 | ) | |
$ | 10,175,157 | | |
$ | 2,543,789 | |
| |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Weighted average ordinary shares outstanding, basic and diluted | |
| 12,316,438 | | |
| 7,618,750 | | |
| 30,475,000 | | |
| 7,618,750 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net (loss) income per ordinary share | |
$ | (0.42 | ) | |
$ | (0.42 | ) | |
$ | 0.33 | | |
$ | 0.33 | |
|
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- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
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v3.23.3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Class Ordinary Shares Subject To Possible Redemption |
|
SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION |
The
Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table:
SCHEDULE
OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Class A ordinary shares subject to possible redemption as of December 31, 2022 | |
| 309,134,766 | |
Redemption of shares | |
| (232,542,916 | ) |
Remeasurement of carrying value to redemption value | |
| 1,559,464 | |
Class A ordinary shares subject to possible redemption as of March 31, 2023 | |
| 78,151,314 | |
Derecognition of deferred underwriting fee payable allocated to Class A ordinary shares | |
| 9,910,904 | |
Remeasurement of carrying value to redemption value | |
| (9,010,904 | ) |
Class A ordinary shares subject to possible redemption as of June 30, 2023 | |
| 79,051,314 | |
Redemption of shares | |
| (13,682,412 | ) |
Remeasurement of carrying value to redemption value | |
| 1,162,902 | |
Class A ordinary shares subject to possible redemption as of September 30, 2023 | |
$ | 66,531,804 | |
|
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- DefinitionTabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.
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v3.23.3
FAIR VALUE MEASUREMENTS (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS |
The
following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a
recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company
utilized to determine such fair value:
SCHEDULE
OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
September 30, 2023 | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
Money market funds | |
$ | 66,631,804 | | |
$ | 66,631,804 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative liability - forward purchase | |
$ | 6,261,728 | | |
| | | |
| | | |
$ | 6,261,728 | |
Warrant liability – Public Warrants | |
$ | 914,250 | | |
$ | — | | |
$ | 914,250 | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 525,000 | | |
$ | — | | |
$ | 525,000 | | |
$ | — | |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
Money market funds | |
$ | 309,234,766 | | |
$ | 309,234,766 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 86,854 | | |
$ | 86,854 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement | |
$ | 87,500 | | |
$ | — | | |
$ | 87,500 | | |
$ | — | |
Warrant liability | |
$ | 87,500 | | |
$ | — | | |
$ | 87,500 | | |
$ | — | |
|
SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS |
The
following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date:
SCHEDULE
OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS
Forward Purchase Agreement | |
At September 30, 2023 | |
Exercise price | |
$ | 10.53 | |
Stock Price | |
$ | 10.61 | |
Time to Business Combination (years) | |
| 3.13 | |
Risk-free rate | |
| 4.68 | % |
Volatility rate | |
| 4.80 | % |
Probability of completing an initial Business Combination | |
| 75 | % |
|
SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS |
The
following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured
at fair value on a recurring basis:
SCHEDULE
OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS
Forward Purchase Agreement liabilities at December 31, 2022 | |
| — | |
Unrealized loss | |
| 5,473,232 | |
Fair value as of June 30, 2023 | |
$ | 5,473,232 | |
Unrealized loss | |
| 788,496 | |
Fair value as of September 30, 2023 | |
$ | 6,261,728 | |
|
X |
- DefinitionTabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.
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v3.23.3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN (Details Narrative) - USD ($)
|
|
|
|
|
|
|
1 Months Ended |
9 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aug. 03, 2023 |
Mar. 03, 2023 |
Feb. 03, 2023 |
Dec. 28, 2022 |
Feb. 05, 2021 |
Nov. 19, 2020 |
Feb. 28, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Nov. 06, 2023 |
Oct. 05, 2023 |
Sep. 05, 2023 |
Aug. 29, 2023 |
Aug. 05, 2023 |
Jul. 06, 2023 |
Jul. 05, 2023 |
Jun. 06, 2023 |
Jun. 05, 2023 |
May 09, 2023 |
May 05, 2023 |
Apr. 05, 2023 |
Apr. 04, 2023 |
Mar. 07, 2023 |
Feb. 09, 2023 |
Dec. 31, 2022 |
Share price |
|
|
|
|
|
|
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering cost |
|
|
|
|
|
|
|
|
$ 70,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting commissions |
|
|
|
|
$ 10,700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
$ 0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share issued price per shares |
$ 10.42
|
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital requirements on trust assets, description |
|
|
|
|
|
|
|
The Company’s initial Business Combination must be with one or more operating businesses or
assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection
with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation preference per share |
|
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible assets held in trust account |
|
|
|
|
|
|
|
$ 66,631,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 309,234,766
|
Share redemption percentage |
|
|
|
|
|
|
|
15.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public shares subjects to redemptions, descriptions |
|
|
|
|
|
|
|
Company’s obligation to allow the redemption of its Public
Shares in connection with a Business Combination or to redeem 100% of its Public Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share redemption percentage |
|
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of repurchase of ordinary shares |
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
$ 150,000
|
|
$ 150,000
|
$ 150,000
|
$ 300,000
|
$ 300,000
|
$ 150,000
|
$ 300,000
|
$ 150,000
|
$ 150,000
|
$ 300,000
|
$ 300,000
|
$ 300,000
|
|
Stock redeemed shares |
1,310,929
|
|
22,848,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
$ 10.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock redeemed value |
$ 13,600,000
|
|
$ 231,900,000
|
|
|
|
|
$ 246,225,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of redemptions amount |
|
|
$ 74,700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amendment proposal description |
shareholders
meeting, changing the structure and cost of the Company’s right to
extend the Termination Date by up to six (6) one-month Extensions to February 5, 2024, provided that if any Extended Deadline ends on
a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day (the “Second
Extension Amendment Proposal”). To effect each Extension, the Company, its sponsor or any of their affiliates or designees must
deposit into the Company’s Trust Account with Continental an Extension Payment (after giving effect to redemptions in connection
with the approval of the August Extension Charter Amendment) the lesser of (x) $150,000 or (y) $0.04 per share for each of the Company’s
Public Shares outstanding as of the applicable Extended Deadline, unless the closing of the Company’s initial business combination
shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
In connection with the approval of the Second Extension Amendment Proposal, the shareholders also approved a proposal to amend the Trust
Agreement, pursuant to which the Company’s Trust Agreement with Continental was amended to conform the procedures in the Trust Agreement
by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial
Business Combination to the procedures in the August Charter Amendment (the “Second Trust Amendment Proposal”).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of redemption |
|
|
|
|
|
|
|
66,631,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash deposited into the Trust Account |
|
|
|
|
|
|
|
2,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate amount of indebtedness |
|
$ 50,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash in bank |
|
|
|
|
|
|
|
804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital deficit |
|
|
|
|
|
|
|
13,027,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution from sale of founder shares |
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from private placement |
|
|
|
|
|
|
|
2,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from private placement |
|
|
|
|
|
|
|
1,450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory Note [Member] | Original Sponsor [Member] |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment to related party |
|
|
|
|
|
|
$ 77,000
|
77,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] |
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
|
|
|
|
$ 0.02
|
$ 0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
$ 150,000
|
|
|
|
|
|
|
|
|
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|
|
|
Minimum [Member] |
|
|
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|
|
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|
|
|
|
|
|
|
|
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|
|
Tangible assets held in trust account |
|
|
|
|
|
|
|
5,000,001
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
Maximum [Member] |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits interest earned in trust account to pay dissolution expenses |
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share issued price per shares |
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airo Group Holdings [Member] |
|
|
|
|
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|
|
|
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|
|
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|
|
|
Business combination description |
|
the holders of AIRO Group Holdings’ securities collectively shall be entitled to receive from
ParentCo, in the aggregate, a number of shares of ParentCo common stock with an aggregate value equal to (the “AIRO Merger Consideration”)
(a) $770,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount,
if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing
net debt exceeds the target net debt of $75,000,000, by more than $500,000 (but not less than zero), plus (e) the amount, if any, by
which the target net debt of $75,000,000 exceeds closing net debt, minus (f) the amount, if any, by which the company transaction expenses
exceed the target company transaction expenses of $14,000,000 (but not less than zero). In addition, holders of AIRO Group
Holdings’ securities shall have the contingent right to receive from ParentCo, in the aggregate, up to 33,000,000 additional shares
of ParentCo common stock, and the Sponsor shall have the contingent right to receive up to 3,300,000 shares of ParentCo Common Stock (the
“Earnout Shares”). In the event that for any full 12-month period (each an “Earnout Period”) commencing on or
after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter
following the Closing Date (the “Earnout End Date,” and the period between the Earnout Start Date and the Earnout End Date,
the “Earnout Eligibility Period”) ParentCo’s revenue is (i) greater than or equal to $42,600,000 for the first time
during the Earnout Eligibility Period, (ii) greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period,
and (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then upon the occurrence of
each (i), (ii), and (iii), ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s pro rata share
of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares. In the event that ParentCo’s EBITDA for any
Earnout Period is (x) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period, (y) greater than
or equal to $4,000,000 for the first time during the Earnout Eligibility Period and (z) greater than or equal to $98,600,000 for the first
time during the Earnout Eligibility Period, then upon the occurrence of each (x), (y), and (z), ParentCo shall issue to each of the stockholders
of AIRO Group Holding such stockholder’s pro rata share of 4,400,000 Earnout Shares and the Sponsor shall be issued 440,000 Earnout
Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business combination receivables description |
|
In
addition, unless waived by AIRO Group Holdings, the obligations of AIRO Group Holdings to consummate the Transaction are subject to the
satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined
and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties
of Kernel being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions,
including materiality qualifiers); (ii) Kernel having performed in all material respects its obligations and complied in all material
respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on
or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Kernel since the date of the Business
Combination Agreement which is continuing and uncured; (iv) the replacement of the Replacement Warrants and Replacement Options; (v)
at the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the trust account (after giving effect to
the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment,
fifty percent (50%) of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during
the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any
executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such
cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value |
|
$ 0.0001
|
|
|
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
Common Class B [Member] | Original Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution from sale of founder shares |
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] | New Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, acquisitions |
|
|
|
7,618,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share issued price per shares |
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] | Original Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, acquisitions |
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value |
|
0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock redeemed shares |
|
|
|
|
|
|
|
24,159,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock redeemed value |
|
|
|
|
|
|
|
$ 24,159,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value |
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement Warrants [Member] | New Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, acquisitions |
|
|
|
8,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of stock, price per share |
|
|
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of stock, number of shares issued in transaction |
|
|
|
|
30,475,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance initial public offering |
|
|
|
|
$ 304,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering cost |
|
|
|
|
17,400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting commissions |
|
|
|
|
$ 10,700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of stock, number of shares issued in transaction |
|
|
|
|
3,975,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds from issuance of warrants |
|
|
|
|
$ 8,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] | Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued (in shares) |
|
|
|
|
8,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds from issuance of warrants |
|
|
|
|
$ 8,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share issued price per shares |
|
|
|
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.23.3
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Common Class A [Member] |
|
|
|
|
Allocation of net income (loss) - basic |
$ 112,997
|
$ 1,838,361
|
$ (5,192,125)
|
$ 10,175,157
|
Allocation of net income (loss) - diluted |
$ 112,997
|
$ 1,838,361
|
$ (5,192,125)
|
$ 10,175,157
|
Weighted average ordinary shares outstanding, basic |
11,608,672
|
30,475,000
|
12,316,438
|
30,475,000
|
Weighted average ordinary shares outstanding, diluted |
11,608,672
|
30,475,000
|
12,316,438
|
30,475,000
|
Basic net (loss) income per ordinary share |
$ 0.01
|
$ 0.06
|
$ (0.42)
|
$ 0.33
|
Diluted net (loss) income per ordinary share |
$ 0.01
|
$ 0.06
|
$ (0.42)
|
$ 0.33
|
Common Class B [Member] |
|
|
|
|
Allocation of net income (loss) - basic |
$ 74,160
|
$ 459,590
|
$ (3,211,764)
|
$ 2,543,789
|
Allocation of net income (loss) - diluted |
$ 74,160
|
$ 459,590
|
$ (3,211,764)
|
$ 2,543,789
|
Weighted average ordinary shares outstanding, basic |
7,618,750
|
7,618,750
|
7,618,750
|
7,618,750
|
Weighted average ordinary shares outstanding, diluted |
7,618,750
|
7,618,750
|
7,618,750
|
7,618,750
|
Basic net (loss) income per ordinary share |
$ 0.01
|
$ 0.06
|
$ (0.42)
|
$ 0.33
|
Diluted net (loss) income per ordinary share |
$ 0.01
|
$ 0.06
|
$ (0.42)
|
$ 0.33
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
|
|
|
|
|
9 Months Ended |
|
Aug. 03, 2023 |
Apr. 25, 2023 |
Apr. 04, 2023 |
Mar. 23, 2023 |
Feb. 03, 2023 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
|
|
Cash FDIC insured amount |
|
|
|
|
|
$ 250,000
|
$ 250,000
|
Cash equivalents |
|
|
|
|
|
0
|
0
|
Redeemed by shareholders |
$ 13,600,000
|
|
|
|
$ 231,900,000
|
246,225,328
|
|
Investments held in Trust Account |
|
|
|
|
|
66,631,804
|
309,234,766
|
Aggregrate principal |
|
|
|
$ 600,000
|
|
|
|
Stock issued during period, shares |
|
|
|
600,000
|
|
|
|
Outstanding principal |
|
|
|
|
|
$ 600,000
|
|
Per share |
$ 10.42
|
|
|
|
|
$ 10.00
|
|
Stock issued |
|
|
|
|
|
60,000
|
|
Proceeds from working capital loan |
|
$ 70,299
|
$ 4,409
|
$ 53,191
|
|
|
|
Debt discount to working capital |
|
729,701
|
45,591
|
$ 546,809
|
|
|
|
Carrying values of loan |
|
|
|
|
|
$ 1,450,000
|
|
Antidilutive securities |
|
|
|
|
|
23,987,500
|
|
Unrecognized tax benefits |
|
|
|
|
|
$ 0
|
0
|
Accrued interest and penalties |
|
|
|
|
|
$ 0
|
$ 0
|
Common Class A [Member] |
|
|
|
|
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
|
|
Per share |
|
|
|
|
|
$ 10.00
|
|
Class A ordinary shares subject to possible redemption (in shares) |
|
|
|
|
|
6,315,949
|
30,475,000
|
Common Class A [Member] | IPO [Member] |
|
|
|
|
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption (in shares) |
|
|
|
|
|
6,315,949
|
30,475,000
|
Ordinary Class A [Member] |
|
|
|
|
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
|
|
Redeemed by shareholders |
|
|
|
|
|
$ 24,159,051
|
|
Aesther Healthcare Sponsor [Member] |
|
|
|
|
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
|
|
Aggregrate principal |
|
|
$ 50,000
|
|
|
50,000
|
|
Stock issued during period, shares |
|
|
50,000
|
|
|
|
|
Outstanding principal |
|
|
|
|
|
$ 50,000
|
|
Per share |
|
|
|
|
|
$ 10.00
|
|
Stock issued |
|
|
|
|
|
5,000
|
|
Multi Strategy Master Fund [Member] |
|
|
|
|
|
|
|
Defined Benefit Plan Disclosure [Line Items] |
|
|
|
|
|
|
|
Aggregrate principal |
|
$ 800,000
|
|
|
|
|
|
Stock issued during period, shares |
|
800,000
|
|
|
|
|
|
Outstanding principal |
|
|
|
|
|
$ 800,000
|
|
Stock issued |
|
80,000
|
|
|
|
|
|
Additional capital contribution |
|
$ 10
|
|
|
|
|
|
X |
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v3.23.3
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)
|
|
|
|
9 Months Ended |
|
Aug. 03, 2023 |
Feb. 03, 2023 |
Feb. 05, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Aug. 29, 2023 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Sale of stock, price per share |
|
|
|
|
|
$ 10.00
|
Offering costs |
|
|
|
|
$ 70,000
|
|
Deferred underwriting commissions |
|
|
$ 10,700,000
|
|
|
|
Redeemed shares |
1,310,929
|
22,848,122
|
|
|
|
|
Exercise price of warrant per share |
|
|
|
$ 11.50
|
|
|
Ordinary Class A [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Redeemed shares |
|
|
|
24,159,051
|
|
|
IPO [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Sale of stock, number of shares issued in transaction |
|
|
30,475,000
|
|
|
|
Sale of stock, price per share |
|
|
$ 10.00
|
|
|
|
Gross proceeds from initial public offering |
|
|
$ 304,800,000
|
|
|
|
Offering costs |
|
|
17,400,000
|
|
|
|
Deferred underwriting commissions |
|
|
$ 10,700,000
|
|
|
|
IPO [Member] | Public Warrants [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Exercise price of warrant per share |
|
|
$ 11.50
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Sale of stock, number of shares issued in transaction |
|
|
3,975,000
|
|
|
|
Sale of stock, price per share |
|
|
$ 10.00
|
|
|
|
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v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
|
|
|
|
|
|
3 Months Ended |
9 Months Ended |
|
|
|
|
|
Dec. 28, 2022 |
Feb. 05, 2021 |
Feb. 02, 2021 |
Jan. 11, 2021 |
Nov. 19, 2020 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Aug. 03, 2023 |
Feb. 03, 2023 |
Dec. 31, 2022 |
Feb. 01, 2021 |
Jan. 10, 2021 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 0.06
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
$ 10.00
|
|
$ 10.00
|
|
$ 10.42
|
|
|
|
|
Exercise price of warrant (in dollars per share) |
|
|
|
|
|
$ 11.50
|
|
$ 11.50
|
|
|
|
|
|
|
Fees outstanding |
|
|
|
|
|
$ 3,418,880
|
|
$ 3,418,880
|
|
|
|
$ 848,420
|
|
|
Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds from issuance of warrants |
|
$ 8,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement Warrants [Member] | Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued (in shares) |
|
8,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds from issuance of warrants |
|
$ 8,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrant (in dollars per share) |
|
|
|
|
|
$ 11.50
|
|
$ 11.50
|
|
|
|
|
|
|
Holding period for transfer, assignment or sale of warrants |
|
|
|
|
|
|
|
30 days
|
|
|
|
|
|
|
New Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Sponsor [Member] | Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, acquisitions |
8,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of stock, price per share |
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, shares outstanding |
|
|
|
|
|
7,618,750
|
|
7,618,750
|
|
|
|
7,618,750
|
|
|
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering |
|
|
20.00%
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] | New Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, acquisitions |
7,618,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] | Original Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, shares, acquisitions |
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] | Founder Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, shares outstanding |
|
|
7,618,750
|
7,187,500
|
|
|
|
|
|
|
|
|
7,187,500
|
5,750,000
|
Shares subject to forfeiture (in shares) |
|
993,750
|
993,750
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] | Original Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, shares outstanding |
|
|
7,493,750
|
|
|
|
|
|
|
|
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, shares outstanding |
|
|
|
|
|
0
|
|
0
|
|
|
|
0
|
|
|
Threshold trading days |
|
|
|
|
|
|
|
20 days
|
|
|
|
|
|
|
Threshold consecutive trading days |
|
|
|
|
|
|
|
30 days
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
$ 10.00
|
|
$ 10.00
|
|
|
|
|
|
|
Common Class A [Member] | Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued upon exercise of warrant (in shares) |
|
|
|
|
|
1
|
|
1
|
|
|
|
|
|
|
Common Class A [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
$ 12.00
|
|
$ 12.00
|
|
|
|
|
|
|
Period after initial business combination |
|
|
|
|
|
|
|
150 days
|
|
|
|
|
|
|
Original Sponsor [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
Issuance of Class B ordinary shares to Sponsor (in shares) |
|
|
|
|
5,750,000
|
|
|
|
|
|
|
|
|
|
Investor [Member] | Loan Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly expenses |
|
|
|
|
|
|
|
$ 2,100,000
|
|
|
|
|
|
|
Interest rate, stated percentage |
|
|
|
|
|
8.00%
|
|
8.00%
|
|
|
|
|
|
|
Loan amount drawn |
|
|
|
|
|
$ 1,667,311
|
|
$ 1,667,311
|
|
|
|
|
|
|
Investor [Member] | Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly expenses |
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
Investor [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse stock split |
|
|
1 for 1.06 forward stock split
|
1 for 1.25 forward
stock split
|
|
|
|
|
|
|
|
|
|
|
Director [Member] | Common Class B [Member] | Founder Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class B ordinary shares to Sponsor (in shares) |
|
|
|
75,000
|
|
|
|
|
|
|
|
|
|
|
Advisor [Member] | Common Class B [Member] | Founder Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class B ordinary shares to Sponsor (in shares) |
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans that can be converted into Warrants at lenders' discretion |
|
|
|
|
|
|
|
$ 1,500,000
|
|
|
|
|
|
|
Conversion price (in dollars per share) |
|
|
|
|
|
$ 1.00
|
|
$ 1.00
|
|
|
|
|
|
|
Related Party [Member] | Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees incurred |
|
|
|
|
|
$ 30,000
|
$ 30,000
|
$ 90,000
|
$ 90,000
|
|
|
|
|
|
Fees outstanding |
|
|
|
|
|
$ 260,000
|
|
$ 260,000
|
|
|
|
$ 170,000
|
|
|
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v3.23.3
DEBT (Details Narrative) - USD ($)
|
|
|
|
3 Months Ended |
9 Months Ended |
|
|
Apr. 25, 2023 |
Apr. 04, 2023 |
Mar. 23, 2023 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Aug. 03, 2023 |
Dec. 31, 2022 |
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
Share issued price per shares |
|
|
|
$ 10.00
|
|
$ 10.00
|
|
$ 10.42
|
|
Aggregrate principal |
|
|
$ 600,000
|
|
|
|
|
|
|
Debt discount |
|
|
|
|
|
$ 1,322,101
|
|
|
|
Interest expense |
|
|
|
$ 1,220
|
|
$ 4,880
|
|
|
|
Multi Strategy Master Fund [Member] |
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
Aggregrate principal |
$ 800,000
|
|
|
|
|
|
|
|
|
Aesther Healthcare Sponsor [Member] |
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
Share issued price per shares |
|
|
|
$ 10.00
|
|
$ 10.00
|
|
|
|
Aggregrate principal |
|
$ 50,000
|
|
|
|
$ 50,000
|
|
|
|
Convertible Promissory Note [Member] | Polar Multi Strategy Master Fund [Member] |
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
Debt Instrument, Face Amount |
|
|
$ 600,000
|
|
|
|
|
|
|
Outstanding balance |
|
|
|
$ 1,400,000
|
|
1,400,000
|
|
|
$ 0
|
Debt discount |
|
|
|
|
|
546,809
|
$ 729,701
|
|
|
Interest expense |
|
|
|
403,357
|
|
1,276,510
|
|
|
|
Convertible Promissory Note [Member] | Aesther Healthcare [Member] |
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
Outstanding balance |
|
|
|
50,000
|
|
50,000
|
|
|
$ 0
|
Debt discount |
|
|
|
|
|
45,591
|
|
|
|
Interest expense |
|
|
|
$ 13,343
|
|
$ 45,591
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
Share issued price per shares |
|
|
|
$ 10.00
|
|
$ 10.00
|
|
|
|
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v3.23.3
COMMITMENTS AND CONTINGENCIES (Details Narrative)
|
|
|
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
|
|
May 24, 2023
USD ($)
|
Feb. 28, 2023 |
Feb. 05, 2021
USD ($)
Demand
$ / shares
shares
|
Feb. 28, 2023
shares
|
Sep. 30, 2023
USD ($)
|
Sep. 30, 2023
USD ($)
|
Jun. 30, 2023
USD ($)
|
Mar. 27, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
Loss Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
Term of option for underwriters to purchase additional units to cover over-allotments |
|
|
45 days
|
|
|
|
|
|
|
Additional Units that can be purchased to cover over-allotments, shares | shares |
|
|
3,975,000
|
|
|
|
|
|
|
Underwriting discount per share | $ / shares |
|
|
$ 0.20
|
|
|
|
|
|
|
Underwriting discount |
|
|
$ 6,100,000
|
|
|
|
|
|
|
Deferred underwriting commissions per Unit | $ / shares |
|
|
$ 0.35
|
|
|
|
|
|
|
Deferred underwriting commissions |
|
|
$ 10,700,000
|
|
|
|
|
|
|
Waived fee |
$ 10,666,250
|
|
|
|
|
|
|
|
|
Decrease in common stock subject to redemption |
9,910,904
|
|
|
|
|
|
|
|
|
Gain on waiver of deferred commission |
$ 755,346
|
|
|
|
|
|
|
|
|
Forward purchase agreement |
|
|
|
|
$ 6,261,728
|
$ 6,261,728
|
$ 5,473,232
|
|
|
Accrued interest |
|
|
|
|
15,260
|
15,260
|
|
|
$ 1,949,715
|
First Premium Finance Agreement [Member] |
|
|
|
|
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
$ 350,000
|
$ 350,000
|
|
|
|
Debt instrument interest rate |
|
|
|
|
7.50%
|
7.50%
|
|
|
|
Loan amount drawn |
|
|
|
|
$ 3,136
|
$ 3,136
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
35,784
|
|
|
|
Debt instrument maturity date |
|
May 28, 2023
|
|
|
|
|
|
|
|
Upfront payment |
|
|
|
|
|
|
|
$ 210,000
|
|
Second Premium Finance Agreement [Member] |
|
|
|
|
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
$ 194,569
|
$ 194,569
|
|
|
|
Debt instrument interest rate |
|
|
|
|
7.50%
|
7.50%
|
|
|
|
Loan amount drawn |
|
|
|
|
$ 1,744
|
$ 1,744
|
|
|
|
Debt instrument periodic payment |
|
|
|
|
|
19,893
|
|
|
|
Debt instrument maturity date |
|
May 28, 2023
|
|
|
|
|
|
|
|
Upfront payment |
|
|
|
|
|
|
|
$ 116,741
|
|
Lease payments |
|
|
|
|
|
545,302
|
|
|
|
Finance Agreement [Member] |
|
|
|
|
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
Interest costs incurred |
|
|
|
|
$ 136,578
|
$ 548,665
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
Number of demands eligible security holder can make | Demand |
|
|
3
|
|
|
|
|
|
|
Maximum [Member] | Forward Purchase Agreement [Member] | Seller [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
|
|
|
|
Number of shares issued | shares |
|
|
|
7,700,000
|
|
|
|
|
|
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v3.23.3
WARRANTS (Details Narrative) - $ / shares
|
9 Months Ended |
|
|
Sep. 30, 2023 |
Feb. 03, 2023 |
Dec. 31, 2022 |
Period to exercise warrants after closing of Initial Public Offering |
12 months
|
|
|
Period to file registration statement after initial Business Combination |
20 days
|
|
|
Exercise price of warrant per share |
$ 11.50
|
|
|
Share price per share |
|
$ 0.06
|
|
Threshold trigger price for redemption of warrants per share |
$ 10.00
|
|
|
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] |
|
|
|
Percentage multiplier |
180.00%
|
|
|
Warrant redemption price (in dollars per share) |
$ 0.01
|
|
|
Notice period to redeem warrants |
30 days
|
|
|
Threshold trading days |
30 days
|
|
|
Redemption period |
30 days
|
|
|
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] |
|
|
|
Warrant redemption price (in dollars per share) |
$ 0.10
|
|
|
Threshold consecutive trading days |
3 days
|
|
|
Notice period to redeem warrants |
30 days
|
|
|
Threshold trading days |
30 days
|
|
|
Additional Issue of Common Stock or Equity-Linked Securities [Member] |
|
|
|
Percentage multiplier |
115.00%
|
|
|
Warrant redemption price (in dollars per share) |
$ 18.00
|
|
|
Common Class A [Member] |
|
|
|
Trading day period to calculate volume weighted average trading price |
20 days
|
|
|
Threshold consecutive trading days |
30 days
|
|
|
Threshold trading days |
20 days
|
|
|
Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] |
|
|
|
Trading day period to calculate volume weighted average trading price |
20 days
|
|
|
Trading day period to calculate volume weighted average trading price |
10 days
|
|
|
Common Class A [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] |
|
|
|
Trading day period to calculate volume weighted average trading price |
20 days
|
|
|
Threshold consecutive trading days |
30 days
|
|
|
Threshold trading days |
20 days
|
|
|
Maximum [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] |
|
|
|
Number of shares issued upon exercise of each warrant |
0.361
|
|
|
Maximum [Member] | Common Class A [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] |
|
|
|
Share price per share |
$ 9.20
|
|
|
Minimum [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] |
|
|
|
Aggregate gross proceeds from issuance as a percentage of total equity proceeds |
60.00%
|
|
|
Minimum [Member] | Common Class A [Member] |
|
|
|
Share price per share |
$ 12.00
|
|
|
Minimum [Member] | Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] |
|
|
|
Share price per share |
18.00
|
|
|
Minimum [Member] | Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] |
|
|
|
Share price per share |
$ 10.00
|
|
|
Public Warrants [Member] |
|
|
|
Warrants outstanding |
15,237,500
|
|
15,237,500
|
Expiration period of warrants |
5 years
|
|
|
Private Placement Warrants [Member] |
|
|
|
Warrants outstanding |
8,750,000
|
|
8,750,000
|
X |
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v3.23.3
SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2023 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Temporary Equity, Carrying Amount, Attributable to Parent |
|
|
$ 309,134,766
|
$ 309,134,766
|
Temporary Equity, Carrying Amount, Attributable to Parent |
$ 66,531,804
|
|
|
66,531,804
|
IPO [Member] |
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Temporary Equity, Carrying Amount, Attributable to Parent |
79,051,314
|
$ 78,151,314
|
309,134,766
|
309,134,766
|
[custom:RedemptionOfShares] |
|
|
(232,542,916)
|
|
Temporary Equity, Accretion to Redemption Value |
1,162,902
|
9,010,904
|
1,559,464
|
|
[custom:TemporaryEquityDerecognitionOfDeferredUnderwritingFeePayable] |
(13,682,412)
|
9,910,904
|
|
|
Temporary Equity, Accretion to Redemption Value |
(1,162,902)
|
(9,010,904)
|
(1,559,464)
|
|
Temporary Equity, Carrying Amount, Attributable to Parent |
$ 66,531,804
|
$ 79,051,314
|
$ 78,151,314
|
$ 66,531,804
|
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v3.23.3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details Narrative) - Common Class A [Member]
|
9 Months Ended |
|
Sep. 30, 2023
Vote
$ / shares
shares
|
Dec. 31, 2022
$ / shares
shares
|
Ordinary shares, shares authorized |
500,000,000
|
500,000,000
|
Ordinary shares, par value | $ / shares |
$ 0.0001
|
$ 0.0001
|
Number of votes per share | Vote |
1
|
|
Class A ordinary shares, shares subject to possible redemption, outstanding, shares |
6,315,949
|
30,475,000
|
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v3.23.3
SHAREHOLDERS’ DEFICIT (Details Narrative)
|
9 Months Ended |
|
|
Sep. 30, 2023
USD ($)
Vote
$ / shares
shares
|
Mar. 03, 2023
$ / shares
|
Dec. 31, 2022
$ / shares
shares
|
Class of Stock [Line Items] |
|
|
|
Preference shares, shares authorized |
1,000,000
|
|
1,000,000
|
Preference shares, par value | $ / shares |
$ 0.0001
|
|
$ 0.0001
|
Preference shares, shares issued |
0
|
|
0
|
Preference shares, shares outstanding |
0
|
|
0
|
As-converted percentage for Class A ordinary shares after conversion of Class B shares |
20.00%
|
|
|
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination |
1
|
|
|
Common Class A [Member] |
|
|
|
Class of Stock [Line Items] |
|
|
|
Ordinary shares, shares authorized |
500,000,000
|
|
500,000,000
|
Ordinary shares, par value | $ / shares |
$ 0.0001
|
|
$ 0.0001
|
Number of votes per share | Vote |
1
|
|
|
Ordinary shares redeemed | $ |
$ 24,159,051
|
|
|
Class A ordinary shares, shares subject to possible redemption, outstanding |
6,315,949
|
|
30,475,000
|
Common Stock, Shares, Outstanding |
0
|
|
0
|
Common Class B [Member] |
|
|
|
Class of Stock [Line Items] |
|
|
|
Ordinary shares, shares authorized |
50,000,000
|
|
50,000,000
|
Ordinary shares, par value | $ / shares |
$ 0.0001
|
$ 0.0001
|
$ 0.0001
|
Common Stock, Shares, Outstanding |
7,618,750
|
|
7,618,750
|
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v3.23.3
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($)
|
Sep. 30, 2023 |
Jun. 30, 2023 |
Dec. 31, 2022 |
Liabilities |
|
|
|
Derivative liability - forward purchase |
$ 6,261,728
|
$ 5,473,232
|
|
Fair Value, Recurring [Member] |
|
|
|
Assets |
|
|
|
Money market funds |
66,631,804
|
|
309,234,766
|
Fair Value, Recurring [Member] | Public Warrants [Member] |
|
|
|
Liabilities |
|
|
|
Warrant liability |
914,250
|
|
86,854
|
Fair Value, Recurring [Member] | Private Placement Warrants [Member] |
|
|
|
Liabilities |
|
|
|
Warrant liability |
525,000
|
|
87,500
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
|
Assets |
|
|
|
Money market funds |
66,631,804
|
|
309,234,766
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] |
|
|
|
Liabilities |
|
|
|
Warrant liability |
|
|
86,854
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] |
|
|
|
Liabilities |
|
|
|
Warrant liability |
|
|
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] |
|
|
|
Assets |
|
|
|
Money market funds |
|
|
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] |
|
|
|
Liabilities |
|
|
|
Warrant liability |
914,250
|
|
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] |
|
|
|
Liabilities |
|
|
|
Warrant liability |
525,000
|
|
87,500
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
|
Assets |
|
|
|
Money market funds |
|
|
|
Liabilities |
|
|
|
Derivative liability - forward purchase |
6,261,728
|
|
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] |
|
|
|
Liabilities |
|
|
|
Warrant liability |
|
|
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] |
|
|
|
Liabilities |
|
|
|
Warrant liability |
|
|
|
X |
- DefinitionDerivative liability – forward purchase agreement.
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v3.23.3
SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS (Details) - Warrant [Member]
|
Sep. 30, 2023 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] |
|
Time to Business Combination (years) |
3 years 1 month 17 days
|
Measurement Input, Exercise Price [Member] |
|
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] |
|
Measurement input |
10.53
|
Measurement Input, Share Price [Member] |
|
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] |
|
Measurement input |
10.61
|
Measurement Input, Risk Free Interest Rate [Member] |
|
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] |
|
Measurement input |
4.68
|
Measurement Input, Price Volatility [Member] |
|
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] |
|
Measurement input |
4.80
|
Probability Of Completing An Initial Business Combination [Member] |
|
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] |
|
Measurement input |
75
|
X |
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v3.23.3
SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($)
|
3 Months Ended |
6 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
|
Warrant liabilities beginning balance |
$ 5,473,232
|
|
Change in fair value unrealized loss |
788,496
|
5,473,232
|
Warrant liabilities ending balance |
$ 6,261,728
|
$ 5,473,232
|
X |
- DefinitionChange in fair value of derivative liabilities.
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- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
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