Kernel Group Holdings, Inc. Announces Charter and Trust Agreement Amendments and Intention to Extend the Deadline to Complete a Business Combination to August 5, 2024
February 06 2024 - 4:26PM
Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW)
(“
KRNL” or the “
Company”), a
special purpose acquisition company, announced today that its
shareholders approved amendments to its charter and trust agreement
to change the structure and cost of how KRNL can obtain extensions
to the deadline to complete its initial business combination and
that KRNL obtained the first of up to six 1-month extensions of the
deadline - from February 5, 2024 to March 5, 2024.
KRNL’s shareholders, at an extraordinary general
meeting of its shareholders held on February 1, 2024, approved
amendments to KRNL’s Amended and Restated Articles of Association
(the “Charter Amendment”) and KRNL’s Investment
Management Trust Agreement dated February 5, 2021 with Continental
(the “Trust Agreement Amendment”) to change how
KRNL can obtain extensions to the previously applicable February 5,
2024 (the “Termination Date”) deadline to complete
its initial business combination. The amendments allow KRNL to
extend the date to consummate a business combination on a monthly
basis for up to six times by an additional one month each time
after the Termination Date, until August 5, 2024.
The Charter Amendment triggered a right of
KRNL’s public shareholders to demand the redemption of their public
shares out of funds held in the Trust Account. Holders of 5,806,608
public shares properly requested redemption leaving 509,341 public
shares outstanding. After payment of the redemption price to the
redeeming public shareholders of approximately $10.80 per share for
an aggregate of $62.7 million, KRNL will have approximately $5.5
million left in its trust account.
In connection with the amendments, KRNL notified
Continental Stock Transfer and Trust Company that it intends to
obtain the first extension.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release are
“forward-looking statements” within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and are subject to
the safe harbor created thereby. In some cases, forward-looking
statements can be identified by terminology such as “may,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,”
“guidance” or the negative of those terms or other comparable
terminology. These statements are based on the current beliefs and
expectations of the Company’s management and are subject to
significant risks and uncertainties. Because these forward-looking
statements involve risks and uncertainties, there are important
factors that could cause future events to differ materially from
those in the forward-looking statements, many of which are outside
of the Company’s control. These factors include, but are not
limited to, a variety of risk factors affecting the Company’s
business and prospects, see the section titled “Risk Factors” in
the Company’s Prospectus filed with the SEC on February 4, 2021 and
subsequent reports filed with the SEC, as amended from time to
time. Any forward-looking statements are made only as of the date
hereof, and unless otherwise required by applicable securities
laws, the Company disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Contact:hd@kernelcap.com
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