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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 27, 2023
Kernel
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
001-39983 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
515
Madison Avenue, 8th Floor - Suite 8078
New York, New York |
|
10022 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(646)
908-2659
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Units,
each consisting of one Class A Ordinary Share $0.0001 par value, and one-half of one redeemable warrant |
|
KRNLU |
|
The
Nasdaq Stock Market LLC |
Class
A Ordinary Shares included as part of the unit |
|
KRNL |
|
The
Nasdaq Stock Market LLC |
Warrants
included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
KRNLW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.02 Termination of a Material Definitive Agreement.
As
previously disclosed, on March 3, 2023, Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”)
entered into a Business Combination Agreement (the “Business Combination Agreement”) with AIRO Group, Inc.,
a Delaware corporation (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of ParentCo, AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo, VKSS Capital, LLC, a Delaware limited
liability company, in the capacity as the representative for the shareholders of the Company and ParentCo, and also in the capacity as
the Company’s sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative for the AIRO Group Holdings, Inc’s
stockholders, and AIRO Group Holdings, Inc., a Delaware corporation (“AIRO”).
In
connection with the Business Combination Agreement, the Company, AIRO, and Meteora Special Opportunity Fund I, LP (“MSOF”),
Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”)
(with MCP, MSOF, and MSTO collectively as “Seller”) entered into that certain Forward Purchase Agreement, dated
as of February 28, 2023 (the “FPA” or the “Confirmation”).
Pursuant
to the FPA. Meteora agreed to purchase from the Company up to a maximum of 7,700,000 Class A ordinary shares of the Company from holders
(other than the Company or its affiliates) who elected to redeem such shares in connection with the business combination between the
Company and AIRO (the “Business Combination”). Purchases by Seller were to 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.
On
November 27, 2023, the Company, Seller, and AIRO entered into a mutual termination agreement (the “Mutual Termination
Agreement”) to terminate the FPA. As a result of the termination of the FPA, the FPA is of no further force and effect.
In consideration of the termination of the FPA, ParentCo agreed to issue fifty-thousand (50,000) shares of common stock to an
entity designated by Seller at the time of closing of the Business Combination, which shares will have certain demand and piggback
registration rights.
The
foregoing description of the FPA and the Mutual Termination Agreement does not purport to be complete and is qualified in its
entirety by the terms and conditions of the FPA and Mutual Termination Agreement, which are filed as Exhibits 10.1 and 10.2 hereto,
respectively, and incorporated by reference herein.
Item
9.01. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
KERNEL
GROUP HOLDINGS, INC. |
|
|
|
Date:
November 27, 2023 |
By: |
/s/
Suren Ajjarapu |
|
|
Suren
Ajjarapu |
|
|
Chief
Executive Officer |
Exhibit 10.2
MUTUAL TERMINATION AGREEMENT
This MUTUAL
TERMINATION AGREEMENT (this “Agreement”),
dated as of November 27, 2023 (the “Effective
Date”), is entered into by and between Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”),
AIRO Group Holdings, Inc., a Delaware corporation (the “Target”),
and Meteora Special Opportunity Fund I, LP (“MSOF”),
Meteora Capital Partners, LP (“MCP”)
and Meteora Select Trading Opportunities Master, LP (“MSTO”)
(with MCP, MSOF, and MSTO collectively as “Seller”).
WHEREAS, (i) Kernel, (ii)
the Target, and (iii) Seller (Kernel, Target, and Seller, each a “Party” and collectively, the “Parties”)
previously entered into that certain Forward Purchase Agreement, dated as of February 28, 2023 (the “FPA” or
the “Confirmation”); The term “Counterparty” refers to Kernel until Kernel and
Target effectuate their business combination (the “Business Combination”), then to AIRO Group, Inc. following
the Business Combination (the “Combined Company”).
NOW, THEREFORE, in consideration
of the premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
1. Definitions. Capitalized
terms used but not defined in this Agreement shall have the meanings ascribed to them in the FPA.
2. Termination of the FPA.
As of the Effective Date, the parties hereto mutually terminate the FPA in all respects and the FPA shall be of no further force or effect
by or against any Party thereto. Except as set forth in Section 5 herein, each Party, on behalf of itself and its agents, hereby releases,
waives, and forever discharges the other Party and other Party’s agents of and from any and all obligation or liability arising
under the FPA.
3. Consideration.
In consideration of the termination of the FPA, the Combined Company agrees to issue fifty-thousand (50,000) shares of common stock
(“Consideration
Shares Payment”) to an entity designated by Seller at the time of closing of the Business Combination.
4.
Registration Rights.
a. Demand
Registration Rights. At any time and from time to time on or after the date the Parties consummate the Business Combination, the
holders of the Termination Shares (the “Demanding
Holders”) may make a written demand for registration of all or part of their Termination Shares, which written demand
shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution
thereof (such written demand a “Demand
Registration”). The Combined Company shall, within five (5) days of the Combined Company’s receipt of the Demand
Registration, notify, in writing, all other holders of Termination Shares of such demand, and each holder of Termination Shares who
thereafter wishes to include all or a portion of such holder’s Termination Shares in a registration pursuant to a Demand
Registration (each such Holder that includes all or a portion of such holder’s Termination Shares in such registration, a
“Requesting
Holder”) shall so notify the Combined Company, in writing, within three (3) business days after the receipt by the
holder of the notice from the Combined Company. Upon receipt by the Combined Company of any such written notification from a
Requesting Holder(s) to the Combined Company, such Requesting Holder(s) shall be entitled to have their Termination Shares included
in a registration pursuant to a Demand Registration and the Combined Company shall effect, as soon thereafter as practicable, but
not more than ninety (90) days immediately after the Combined Company’s receipt of the Demand Registration, the registration
of all Termination requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no
circumstances shall the Combined Company be obligated to effect more than an aggregate of three (3) registrations pursuant to a
Demand Registration under this paragraph with respect to any or all Termination Shares; provided, however, that a registration shall
not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such
time (“Form
S-1”) has become effective and all of the Termination Shares requested by the Requesting Holders to be registered on
behalf of the Requesting Holders in such Form S-1 Registration have been sold; provided, further, that an underwritten shelf
takedown shall not count as a Demand Registration.
b. Piggyback
Registration Rights. If at any time on or after the date the Parties consummates the Business Combination, the Combined Company proposes
to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the
Combined Company (or by the Combined Company and by the shareholders of the Combined Company, other than a registration statement (i)
filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely
to the Combined Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the
Combined Company or (iv) for a dividend reinvestment plan, then the Combined Company shall give written notice of such proposed filing
to all of the Termination Shares as soon as practicable but not less than seven (7) days before the anticipated filing date of such registration
statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the
holders of the Termination Shares the opportunity to register the sale of such number of Termination Shares as such holders may request
in writing within three (3) business days after receipt of such written notice (such registration a “Piggyback Registration”).
The Combined Company shall, in good faith, cause such Termination Shares to be included in such Piggyback Registration and shall use its
best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Termination Shares requested
by the holders to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Combined Company
included in such registration and to permit the sale or other disposition of such Termination Shares in accordance with the intended method(s)
of distribution thereof. All such holders proposing to distribute their Termination Shares through an underwritten offering shall enter
into an underwriting agreement in customary form with the Underwriter(s) selected for such underwritten offering by the Combined Company.
The notice periods set forth in this paragraph shall not apply to an underwritten shelf takedown.
5. Further Assurances.
The Parties hereby agree to execute and deliver, and to cause their respective representatives and affiliates to execute and deliver,
from time to time, such additional documents, conveyances or other assurances reasonably necessary to carry out the intent of this Agreement.
6. Breakup Fees and Legal Fees.
If the Counterparty fails to make the Consideration Shares Payment when such payment becomes due as set forth in Section 3 hereof, then
the Counterparty shall pay or cause to be paid (i) the Break-up Fee (as defined in the FPA), and (ii) all documented fees and expenses
of the Seller’s counsel incurred in connection with legal proceedings initiated by Seller to collect such payments pursuant to this
Agreement.
7. Execution in Counterparts.
This Agreement may be executed by facsimile or .pdf signature in any number of counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and the same agreement.
8. Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of New York (without giving effect
to the conflict of laws provisions thereof that would result in the application of the laws of another jurisdiction).
9. Assignment. This Agreement
and the rights hereunder are not assignable by any party hereto unless such assignment is consented to in writing by the other parties
hereto and any assignment in contravention to this provision shall be null and void. This Agreement and all the provisions herein shall
be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10. Representations and Warranties.
Each party hereby represents and warrants to each other party that such party (i) has full power and authority to enter into and perform
its obligations under this Agreement, (ii) has duly authorized the execution, delivery and performance of this Agreement, and (iii) this
Agreement has been duly executed and delivered by such party and, assuming the due execution and delivery of this Agreement by each of
the other parties, this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights
and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity).
[Signature Page to Mutual Termination Agreement]
[remainder of page intentionally left blank; signature
page follows]
IN WITNESS WHEREOF, the
Parties have duly executed this Agreement as of the date first written above.
|
Kernel group holdings, inc. |
|
|
|
|
By: |
/s/ Suren Ajjarapu |
|
Name: |
Suren Ajjarapu |
|
Title: |
Chief Executive Officer |
|
|
|
|
airo group holdings, Inc. |
|
|
|
|
By: |
/s/ Chirinjeev Kathuria |
|
Name: |
Chirinjeev Kathuria |
|
Title: |
Executive Chairman |
|
|
|
|
Meteora Special Opportunity Fund I, LP; Meteora Capital Partners, LP; and Meteora Select Trading Opportunities Master, LP |
|
|
|
|
By: |
/s/ Vik Mittal |
|
Name: |
Vik Mittal |
|
Title: |
CIO/Managing Member of GP |
[Signature Page to Mutual Termination Agreement]
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