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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 5, 2023

 

Kernel Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-39983   98-1567976

(State or other jurisdiction

of incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

 

 

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 to 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 units   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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 8.01 Other Events.

 

On July 5, 2023, Kernel Group Holdings Inc., a Cayman Island exempted company (the “Company”), issued a press release announcing that it caused to be deposited $300,000 into the Company’s Trust account for its public shareholders, representing $0.04 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from July 5, 2023 to August 5, 2023 (the “Extension”). The Extension is the sixth of six-monthly extensions permitted under the Company’s governing documents.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release, dated July 5, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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: July 5, 2023    
     
  KERNEL GROUP HOLDINGS, INC.
     
  By: /s/ Surendra Ajjarapu
  Name: Surendra Ajjarapu
  Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

Kernel Group Holdings, Inc. Confirms Funding to Extend Period to Consummate Initial Business Combination

 

New York – July 5, 2023 — Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“KRNL” or the “Company”), a special purpose acquisition company, announced today it caused to be deposited $300,000 into the Company’s Trust account for its public shareholders, representing $0.04 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from July 5, 2023 to August 5, 2023 (the “Extension”). The Extension is the sixth of six-monthly extensions permitted under the Company’s governing documents.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see the section titled “Risk Factors” in the Company’s Prospectus filed with the SEC on February 4, 2021 and subsequent reports filed with the SEC, as amended from time to time. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Contact:

 

hd@kernelcap.com

 

 

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Cover
Jul. 05, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 05, 2023
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 515 Madison Avenue
Entity Address, Address Line Two 8th Floor - Suite 8078
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10022
City Area Code (646)
Local Phone Number 908-2659
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant  
Title of 12(b) Security Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol KRNLU
Security Exchange Name NASDAQ
Class A Ordinary Shares included as part of the units  
Title of 12(b) Security Class A Ordinary Shares included as part of the units
Trading Symbol KRNL
Security Exchange Name NASDAQ
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50  
Title of 12(b) Security Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol KRNLW
Security Exchange Name NASDAQ
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