0001832950
false
--12-31
0001832950
2023-08-03
2023-08-03
0001832950
KRNL:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember
2023-08-03
2023-08-03
0001832950
KRNL:ClassOrdinarySharesIncludedAsPartOfUnitMember
2023-08-03
2023-08-03
0001832950
KRNL:WarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member
2023-08-03
2023-08-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 3, 2023
Kernel
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
(State
or other jurisdiction of incorporation)
001-39983 |
|
N/A |
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
515
Madison Avenue, 8th Floor - Suite 8078
New
York, New York 10022
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (646) 908-2659
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Units,
each consisting of one Class A Ordinary Share $0.0001 par value, and one-half of one redeemable warrant |
|
KRNLU |
|
The
Nasdaq Stock Market LLC |
Class
A Ordinary Shares included as part of the unit |
|
KRNLP |
|
The
Nasdaq Stock Market LLC |
Warrants
included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
KRNLW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
Amendment
of Trust Agreement
On
February 5, 2021, Kernel Group Holdings, Inc., a Cayman Islands exempted company (the “Company”), consummated
its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment
Management Trust Agreement, dated February 5, 2021 (the “Trust Agreement”), by and between the Company and
Continental Stock Transfer & Trust Company, as trustee (“Continental”). The form of the Trust Agreement
was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-252105) for the Offering.
On
August 3, 2023, at 9:00 a.m. ET, the Company held an extraordinary general meeting of its shareholders at https://agm.issuerdirect.com/krnl,
pursuant to due notice (the “Shareholders Meeting”). At the Shareholders Meeting, the Company’s shareholders
entitle to vote at the meeting cast their votes and approved a proposal to amend the Trust Agreement 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 an amendment to the Company’s Amended and Restated Memorandum and
Articles of Association which was also approved by the Company’s shareholders at the meeting and which is described under Item
5.03 below, which description is incorporated herein by reference.
The
foregoing summary of the amendment to the Trust Agreement is qualified by the full text of the Amendment No. 2 to Investment Trust Agreement
dated August 3, 2023 by and between the Company and Continental included as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
Company has deposited an aggregate of $150,000 (the “Extension Payment”) into the trust account of the Company
for its public stockholders, representing $0.02 per public share remaining outstanding after the redemptions described below, which enables
the Company to further extend the period of time it has to consummate its initial business combination by one month from August 5, 2023
to September 5, 2023 (the “Extension”). The Extension is the first of up to six monthly extensions permitted
under the Certificate of Amendment to the Company’s Amended and Restated Articles of Association filed with the Cayman Registrar
following shareholder approval of the Extension at the Shareholders Meeting discussed in Items 5.03 and 5.07 of this report.
Item
3.03. Material Modification to Rights of Security Holders.
Amendment
of Memorandum and Articles of Association
As
described in Item 5.03 below, which description is incorporated herein by reference, the shareholders of the Company approved the Amendment
to the Amended and Restated Articles of Association of the Company at the August 3, 2023 Shareholders Meeting, and the Company subsequently
filed the Amendment to the Amended and Restated Articles of Association with the Cayman Islands authorities.
Item
5.03. Articles of Incorporation or Bylaws.
The
shareholders of the Company approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
(the “Charter Amendment”) at the August 3, 2023 Shareholders Meeting, changing the structure and cost of the
Company’s right to extend the date (the “Termination 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 Class A ordinary shares included as part of the units sold in the Company’s
initial public offering that closed on February 5, 2021 (the “IPO”) which is currently August 5, 2023 unless
extended.
The
Charter Amendment allows the Company to extend the Termination Date by up to six (6) one-month extensions to February 5, 2024 (each of
which we refer to as 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 obtain each 1-month extension, the Company, its sponsor or any of their affiliates or designees
must deposit into the Company’s Trust Fund with Continental the lesser of (x) $150,000 or (y) $0.04 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 Charter Amendment by the Company’s shareholders with respect to the first such extension), unless the closing of
the Company’s initial business combination shall have occurred (the “Extension Payment”), in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a business combination.
Following
receipt of shareholder approval of the Charter Amendment and the Trust Amendment, the Company filed the Amendment to the Amended and
Restated Articles of Association with Cayman Islands authorities. The foregoing summary is qualified by the full text of the Amendment
to the Amended and Restated Articles of Association is included as Exhibit 3.1 hereto, which is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 3, 2023, at 9:00 a.m. ET, the Company held an extraordinary general meeting of its shareholders at
https://agm.issuerdirect.com/krnl, pursuant to due notice. On the record date of June 29, 2023, the Company had 7,626,878 Public
Shares entitled to vote at the Shareholders Meeting. At the Shareholders Meeting, holders of the Company’s shares (the
“Shareholders”) voted on two of the three proposals presented, the Extension Amendment Proposal and the
Trust Amendment Proposal each as described in the proxy statement dated July 21, 2023. The Shareholders entitled to vote at the
general meeting cast their votes as described below:
Proposal
1- Extension Amendment Proposal
The
Shareholders approved the proposal (the “Extension Amendment Proposal”) to change 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
Class A ordinary shares included as part of the units sold in the Company’s IPO from August 5, 2023 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 following is a tabulation of the voting results:
Ordinary
Shares:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
13,088,532 |
|
476,104 |
|
– |
|
– |
Proposal
2 - Trust Amendment Proposal
The
Shareholders approved the proposal to amend the Company’s Trust Agreement with Continental (the “Trust Amendment Proposal”),
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 Charter Amendment approved in the Extension Amendment Proposal The following is a tabulation
of the voting results:
Ordinary
Shares:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
13,088,532 |
|
476,104 |
|
– |
|
– |
Proposal
3 – Adjournment Proposal
The
third proposal to adjourn the Shareholder Meeting (the “Adjournment Proposal”), was not presented at the Shareholders
Meeting since the Extension Amendment Proposal and the Trust Amendment Proposal received sufficient favorable votes to be adopted.
Item
7.01. Regulation FD Disclosure.
A
press release describing the results of the Shareholders Meeting and the Company’s intention to obtain the Extension to the Termination
Date is attached hereto as Exhibit 99.1.
Item
8.01. Other Events.
Redemption
of Public Shares
In
connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Shareholders Meeting, holders
of 1,310,929 of the Company’s Class A ordinary shares (the “Public Shares”) exercised their right to
redeem those shares for cash at an approximate price of $10.44 per share, for an aggregate of approximately $13.7 million.
Following the payment of the redemptions, the Trust Account will have a balance of approximately $65.9 million before the Extension
Payment.
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:
August 4, 2023 |
By: |
/s/
Suren Ajjarapu |
|
|
Suren
Ajjarapu |
|
|
Chief
Executive Officer |
Exhibit
3.1
AMENDMENT
TO
THE
AMENDED
AND RESTATED
ARTICLES
OF ASSOCIATION
OF
KERNEL
GROUP HOLDINGS, INC.
“RESOLVED,
as a special resolution, that the Amended and Restated Articles of Association of the Company be amended by the deletion of the existing
definition of section 49.7 in its entirety and the insertion of the following language in its place:
The
Company will have 24 months from the consummation of the IPO to consummate a Business Combination. If the Directors anticipate that the
Company may not be able to consummate a Business Combination within 24 months from consummation of the IPO, the Sponsor or its affiliates
or designees may, but are not obligated to, extend the period of time to consummate a Business Combination six times by an additional
month each time; provided that, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable
deadline, shall deposit into the trust account the lesser of (x) $150,000 or (y) $0.04 per share for each public share that is not redeemed
in connection with the Extraordinary General Meeting for each such one-month extension until February 5, 2024, unless the closing of
a Business Combination shall have occurred. In the event that the Sponsor or its affiliates or designees elect to extend the time to
complete a Business Combination and deposit the applicable amount of money into trust, the Sponsor or its affiliates or designees would
receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event
that the Company is unable to close a Business Combination unless there are funds available outside the trust account to do so. In the
event that the Company receives notice from our Sponsor or its affiliates or designees five days prior to the applicable deadline of
its intent to effect an extension, the Company will issue a press release announcing such intention at least three days prior to the
applicable deadline. The Company will also issue a press release the day after the applicable deadline announcing whether the funds had
been timely deposited. Neither the Sponsor nor its affiliates or designees are obligated to fund the trust account to extend the time
for the Company to complete the Business Combination.”
Exhibit
10.1
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Amendment No. 2 (this “Amendment”), dated as of August 3, 2023, to the Investment Management Trust Agreement (as defined
below) is made by and between Kernel Group Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company,
as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of February 5, 2021 (the “Trust Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
at an Extraordinary General Meeting of the Company held on August 3, 2023, the Company’s shareholders approved (i) a proposal to
amend the Company’s amended and restated articles of association (the “Amended and Restated Articles of Association”)
extending the date by which the Company has to consummate a business combination from August 5, 2023 to February 5, 2024; and (ii) a
proposal to amend the Trust Agreement requiring the Company to, deposit into the Trust Account the lesser of (x) $150,000 or (y) $0.04
per share for each public share that is not redeemed in connection with the Extraordinary General Meeting for each such one-month extension
up to a maximum of $900,000 for a total of six one (1) month extensions until February 5, 2024, unless the Closing of the Company’s
initial business combination shall have occurred, subject to the terms and conditions of the Amended and Restated Articles of Association,
and the Trust Agreement, and updating related defined terms; and
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, as applicable, signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or
other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto
as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest
that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein, or (y) the date which is the later of (1) 30 months after the closing of the Offering or up to 36 months after the
closing of the Offering if the Company exercises the six-month one month extensions described in the Company’s Amended and Restated
Articles of Association, as it may be further amended, and (2) such later date as may be approved by the Company’s shareholders
in accordance with the Company’s amended and restated articles of association (“Charter”) if a Termination Letter has
not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released
to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall
be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination
Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received
no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until
twelve (12) months following the date the Property has been distributed to the Public Shareholders;”
2.
A new Section 1(m) shall be added as follows:
“(m)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five business
days prior to the application termination date (as may be extended in accordance with Section 1(i), signed on behalf of the Company by
an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to such termination date (if and
as applicable), to follow the instructions set forth in the Extension Letter.”
3.
The following defined term in the Trust Agreement shall be amended and restated in their entirety:
“Trust
Agreement” shall mean that certain Investment Management Trust Agreement dated February 5, 2021, between Kernel Group Holdings,
Inc. and Continental Stock Transfer & Trust Company.”
4.
The term “Property” shall be deemed to include any Extension Fee paid to the Trust Account in accordance with the terms of
the Amended and Restated Articles of Association and the Trust Agreement.
5.
A new Exhibit E of the Trust Agreement is hereby added as follows:
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, N.Y. 10004
Attn:
Mark Zimkind
Re:
Trust Account — Extension Letter
Gentlemen:
Pursuant
to paragraphs 1(j) and 1(m) of the Investment Management Trust Agreement between Kernel Group Holdings, Inc. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of February 5, 2021, (“Trust Agreement”),
this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target
Businesses for an additional six months, from August 5, 2023 to February 5, 2024 (the “Extension”). Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as
the notice required with respect to Extension prior to the Applicable Deadline. In accordance with the terms of the Trust Agreement,
we hereby authorize you to deposit the Extension Fee in the amount of the lesser of (x) $150,000 or (y) $0.04 per share for each public
share that is not redeemed in connection with the Extraordinary General Meeting for each such one-month extension until February 5, 2024,
unless the Closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust
Account investments upon receipt.
Very
truly yours,
KERNEL
GROUP HOLDINGS, INC.
By:
|
|
Name: |
Suren
Ajjarapu |
Title: |
Chief
Executive Officer |
6.
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
7.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to
be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A
facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
8.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) and Section 6(d) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust
Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
9.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
IN
WITNESS WHEREOF, the parties have duly executed this First Amendment to the Investment Management Trust Agreement as of the date first
written above.
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY, as Trustee |
|
|
|
|
By:
|
/s/
Francis Wolf |
|
Name:
|
Francis
Wolf |
|
Title:
|
Vice
President |
|
KERNEL
GROUP HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Suren Ajjarapu |
|
Name: |
Suren
Ajjarapu |
|
Title: |
Chief
Executive Officer |
|
Exhibit
99.1
[Updated]
Kernel Group Holdings, Inc. Announces Charter
and Trust Agreement Amendments and Intention to Extend the Deadline to Complete a Business Combination to September 5, 2023
New
York – August 4, 2023 - 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 August 5, 2023 to
September 5, 2023 - by depositing $150,000 into its trust account (the “Trust Account”) with Continental
Stock Transfer and Trust Company (“Continental”).
KRNL’s
shareholders, at an extraordinary general meeting of its shareholders held on August 3, 2023, 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 August 5, 2023 deadline to complete its initial business combination. The amendments allow
KRNL to instead obtain up to six 1-month extensions by depositing the lesser of (x) $150,000 or (y) $0.04 per outstanding public share
into the Trust Account by the deadline applicable prior to the extension.
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 1,310,929 public shares properly requested redemption leaving 6,315,949 public shares outstanding.
After payment of the redemption price to the redeeming public shareholders of approximately $10.44 per share for an aggregate
of $13.7 million, KRNL will have approximately $65.9 million left in its Trust Account. Based on the shares redeemed, the
$150,000 per month represents approximately $0.02 per unredeemed share.
As
a consequence of adoption of the Charter Amendment and the Trust Agreement Amendment and the redemptions, KRNL can now obtain up to six
1-month extensions to the deadline to complete its initial business combination at a cost of lesser of (x) $150,000 or (y) $0.04 per
outstanding public share per extension. In connection with the amendments, KRNL notified Continental 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
v3.23.2
Cover
|
Aug. 03, 2023 |
Document Type |
8-K/A
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 03, 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 Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
515
Madison Avenue
|
Entity Address, Address Line Two |
8th Floor - Suite 8078
|
Entity Address, City or Town |
New
York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10022
|
City Area Code |
(646)
|
Local Phone Number |
908-2659
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Class A Ordinary Share $0.0001 par value, and one-half of one redeemable warrant |
|
Title of 12(b) Security |
Units,
each consisting of one Class A Ordinary Share $0.0001 par value, and one-half of one redeemable warrant
|
Trading Symbol |
KRNLU
|
Security Exchange Name |
NASDAQ
|
Class A Ordinary Shares included as part of the unit |
|
Title of 12(b) Security |
Class
A Ordinary Shares included as part of the unit
|
Trading Symbol |
KRNLP
|
Security Exchange Name |
NASDAQ
|
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
Title of 12(b) Security |
Warrants
included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
Trading Symbol |
KRNLW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=KRNL_UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=KRNL_ClassOrdinarySharesIncludedAsPartOfUnitMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=KRNL_WarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Kernel (NASDAQ:KRNLU)
過去 株価チャート
から 8 2024 まで 9 2024
Kernel (NASDAQ:KRNLU)
過去 株価チャート
から 9 2023 まで 9 2024