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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 23, 2024
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
7.01. Regulation FD Disclosure.
As
previously announced, on March 3, 2023, Kernel Group Holdings, Inc., a Cayman Islands exempted company (“Kernel”) entered
into a Business Combination Agreement, as amended by that certain First Amendment to the Business Combination Agreement, dated August
29, 2023, that certain Second Amendment to the Business Combination Agreement, dated January 16, 2024, that certain Third Amendment to
the Business Combination Agreement, dated February 5, 2024, and that certain Fourth Amendment to the Business Combination Agreement,
dated June 24, 2024 (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 (“Kernel Merger Sub”), AIRO Merger
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo (“AIRO Merger Sub”), VKSS Capital, LLC, a Delaware
limited liability company, in the capacity as the representative for the stockholders of Kernel and ParentCo and also in the capacity
as Kernel’s sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative for the AIRO Group Holdings stockholders, and
AIRO Group Holdings, Inc., a Delaware corporation (“AIRO Group Holdings”), pursuant to which, among other things, (i) Kernel
will deregister under the Cayman Islands Companies Act (As Revised) and domesticate under Part XII of the Delaware General Corporation
Law, pursuant to which Kernel’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware,
(ii) Kernel Merger Sub will merge with and into Kernel (the “First Merger”), with Kernel surviving the First Merger as a
wholly owned subsidiary of ParentCo, and (iii) immediately following the First Merger, AIRO Merger Sub will merge with and into AIRO
(the “Second Merger”) with AIRO surviving the Second Merger as a wholly-owned subsidiary of ParentCo (the First Merger, Second
Merger, and the other transactions contemplated by the Business Combination Agreement, collectively, the “Transaction”).
On
July 23, 2024, Kernel and AIRO Group Holdings issued a joint press release disclosing that the U.S. Securities and Exchange Commission
(the “SEC”) had declared the registration statement on Form S-4 filed in connection with the Transaction effective as of
July 9, 2024. The press release also provides an update with respect to AIRO Group Holding’s revenue growth and orders of its eVTOL
aircraft. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The
information in this Item 7.01 and in Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the SEC and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Additional
Information and Where to Find It
For
additional information on the Transaction, see Kernel’s Current Report on Form 8-K, filed with the SEC on March 6, 2023. In connection
with the Transaction, ParentCo has filed with the SEC a registration statement on Form S-4, which includes a document that serves as
a proxy statement of Kernel, referred to as a proxy statement/prospectus, relating to the proposed Transaction. This Current Report on
Form 8-K is not intended to be, and is not, a substitute for the proxy statement or any other document that Kernel or ParentCo has filed
or may file with the SEC in connection with the proposed Transaction. Kernel’s shareholders and other interested persons are advised
to read, when available, the preliminary proxy statement and the amendments thereto, the definitive proxy statement and documents incorporated
by reference therein filed in connection with the proposed Transaction, as these materials will contain important information about ParentCo,
Kernel, AIRO Group Holdings, and the proposed Transaction. The definitive proxy statement/prospectus and other relevant materials for
the proposed Transaction was mailed to shareholders of Kernel as of July 10, 2024. Before making any voting or investment decision, investors
and shareholders of Kernel are urged to carefully read the entire preliminary proxy statement/prospectus, definitive proxy statement/prospectus,
and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain
important information about the proposed Transaction. Kernel investors and shareholders are able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC that will be incorporated
by reference therein, without charge, at the SEC’s website at www.sec.gov, or by directing a request to: Kernel Group Holdings,
Inc., 515 Madison Avenue, Suite 8078, New York, NY 10022, Attention: Mr. Surendra Ajjarapu.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed Transaction and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there
be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
Participants
in the Solicitation
Kernel,
AIRO Group Holdings and ParentCo and their respective directors and executive officers may be considered participants in the solicitation
of proxies with respect to the proposed Transaction described in this report under the rules of the SEC. Information about the directors
and executive officers of Kernel is set forth in its Current Report on Form 8-K filed with the SEC on January 1, 2023, and is available
free of charge at the SEC’s website at www.sec.gov or by directing a request to: Kernel Group Holdings, Inc., 515 Madison Avenue,
Suite 8078, New York, NY 10022, Attention: Mr. Surendra Ajjarapu. Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the Kernel shareholders in connection with the proposed Transactions is set forth in the
registration statement on Form S-4 containing a proxy statement/prospectus filed by ParentCo with the SEC with respect to the proposed
Transactions. These documents can be obtained free of charge from the sources indicated herein.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning
of the federal securities laws with respect to the proposed Transaction between ParentCo, Kernel and AIRO Group Holdings, including without
limitation statements regarding the anticipated benefits of the proposed Transaction, the anticipated timing of the proposed Transaction,
the implied enterprise value, future financial condition and performance of AIRO Group Holdings and the combined company after the closing
and expected financial impacts of the proposed Transaction, the satisfaction of closing conditions to the proposed Transaction, the level
of redemptions of Kernel’s public shareholders and the products and markets and expected future performance and market opportunities
of AIRO Group Holdings. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,”
“future,” “opportunity,” “potential,” “plan,” “seeks,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties.
These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the proposed Transaction
may not be completed in a timely manner or at all, which may adversely affect the price of Kernel’s securities; (ii) the risk that
the proposed Transaction may not be completed by Kernel’s business combination deadline; (iii) the failure to satisfy the conditions
to the consummation of the proposed Transaction, including the approval of the Business Combination Agreement by the shareholders of
Kernel, the satisfaction of the minimum net tangible assets and minimum cash at closing requirements and the receipt of certain governmental,
regulatory and third party approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement; (v) the failure to achieve the minimum amount of cash available following any redemptions by Kernel’s
shareholders; (vi) redemptions exceeding anticipated levels or the failure to meet the Nasdaq Stock Market’s initial listing standards
in connection with the consummation of the proposed Transaction; (vii) the effect of the announcement or pendency of the proposed Transaction
on AIRO Group Holdings’ business relationships, operating results, and business generally; (viii) risks that the proposed Transaction
disrupts current plans and operations of AIRO Group Holdings; (ix) the outcome of any legal proceedings that may be instituted against
AIRO Group Holdings or against Kernel related to the Business Combination Agreement or the proposed Transaction; (x) changes in the markets
in which AIRO Group Holdings competes, including with respect to its competitive landscape, technology evolution, or regulatory changes;
(xi) changes in domestic and global general economic conditions; (xii) risk that AIRO Group Holdings may not be able to execute its growth
strategies; (xiii) risks related to the ongoing COVID-19 pandemic and response, including supply chain disruptions; (xiv) risk that AIRO
Group Holdings may not be able to develop and maintain effective internal controls; (xv) costs related to the proposed Transaction and
the failure to realize anticipated benefits of the proposed Transaction or to realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions; (xvi) the ability to recognize the anticipated benefits of the proposed
Transaction and to achieve its commercialization and development plans, and identify and realize additional opportunities, which may
be affected by, among other things, competition, the ability of AIRO Group Holdings to grow and manage growth economically and hire and
retain key employees; (xvii) the risk that AIRO Group Holdings may fail to keep pace with rapid technological developments to provide
new and innovative products and services or make substantial investments in unsuccessful new products and services; (xviii) the risk
that AIRO Group Holdings will need to raise additional capital to execute its business plan, which may not be available on acceptable
terms or at all; (xix) the risk that AIRO Group Holdings, post-combination, experiences difficulties in managing its growth and expanding
operations; (xx) the risk of product liability or regulatory lawsuits or proceedings relating to AIRO Group Holdings’ business;
(xxi) the risk of cyber security or foreign exchange losses; (xxii) the risk that AIRO Group Holdings is unable to secure or protect
its intellectual property; and (xxiii) those factors discussed in ParentCo’s filings with the SEC and that that will be contained
in the proxy statement/prospectus relating to the proposed Transaction.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that will be described in the “Risk Factors” section of the preliminary proxy statement/prospectus and the amendments thereto,
the definitive proxy statement, and other documents to be filed by ParentCo from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and while ParentCo, AIRO Group Holdings and Kernel may elect to update these forward-looking
statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by applicable law. Neither ParentCo, AIRO Group Holdings nor
Kernel gives any assurance that ParentCo, AIRO Group Holdings or Kernel, or the combined company, will achieve its expectations. These
forward-looking statements should not be relied upon as representing ParentCo’s, Kernel’s or AIRO Group Holdings’ assessments
as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
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 23, 2024
| |
KERNEL
GROUP HOLDINGS, INC. |
| |
|
| |
By: |
/s/
Surendra Ajjarapu |
| |
Name: |
Surendra
Ajjarapu |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
AIRO
GROUP Holdings, Inc. and Kernel Group Holdings, Inc. Announce effectiveness of registration statement; TRIPLE-DIGIT revenue GROWTH and
$1.1B in evtol orders AS PORTFOLIO TAKES OFF
Farnborough
Airshow, UK and AirVenture, Oshkosh, WI July 23, 2024: AIRO Group Holdings, Inc. (“AIRO”) a global mid-market aerospace
and defense company, and Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW) (“Kernel”), are pleased to announce that
the proxy/registration statement on Form S-4 filed by AIRO Group, Inc. with the U.S. Securities and Exchange Commission in connection
with AIRO and Kernel’s business combination (the “Transaction”) was declared effective by the SEC on July 9, 2024,
paving the path toward public listing on Nasdaq.
AIRO
closed its 2023 books with triple-digit revenue growth over the same period a year earlier. The company’s revenue totaled over
$43M in 2023, reflecting a substantial growth of 153% compared to the preceding year.
AIRO’s
Electric Air Mobility division pushed into 2024 with considerable momentum, with orders for the company brand, Jaunt Journey, eVTOL totaling
over $1.1B from notable operators such as BLADE India, Redwings, Flapper, MintAir, and more, as well as strong supplier partnerships
that bolster the Journey’s certification efforts with Transport Canada. “With the SEC’s clearance we’ve set in
motion the next phase of AIRO’s Electric Air Mobility division, the continued development, certification and distribution of the
Jaunt Journey, its military, cargo and hybrid variants, and the infrastructure necessary to put quiet, safe, reliable eVTOL transportation
firmly into the global market,” said Jaunt Air Mobility CEO / AIRO Group SVP and General Manager, Electric Air Mobility Division,
Martin Peryea.
The
Uncrewed Air Systems division saw unprecedented revenue growth of 637%, attaining nearly $28M in revenues during 2023, due in large part
to its military drone equipment and services sales. According to AIRO’s CEO, Joe Burns, “The growth we’ve seen over
the past year is merely the beginning - we expect to further accelerate and continue ramping up production capacity through 2024 and
beyond. The demand for our systems is on a global ascent, serving as true force multipliers in challenging operational landscapes. Our
passionate team is committed to Making the World Better from Above – safer, more secure, more accessible, and greener.”
“The
strength of this company is its diversified portfolio of products and services,” said AIRO Chairman, Dr. Chirinjeev Kathuria. “Being
cleared to go effective by the SEC is a big step for AIRO as we bring an ecosystem of aerospace and defense solutions to the markets
where they’re needed most. Whether it’s drones and training programs for military and civilian missions, or the partnerships
we’re forging with other industry leading companies, the team is committed to growing AIRO into what’s been missing from
the marketplace - a publicly traded mid-market global company that’s nimble, diversified and committed to its clients, shareholders,
and employees.”
“Kernel
and AIRO have forged an important alliance, bringing the investment prowess of Kernel and the momentum of AIRO’s portfolio into
the upcoming merger. The timing is amazing for the closing of the business combination.” said Kernel Chairman and CEO, Suren Ajjarapu.
“AIRO’s sizeable backlog and triple-digit growth makes us very optimistic about our future together.”
For
more detailed information, please see AIRO Group’s latest publicly filed presentation: https://www.sec.gov/Archives/edgar/data/1832950/000149315224021648/ex99-1.htm
About
AIRO
AIRO
is a mid-market aerospace and defense company with offices in the US, Canada and the EU, focused on advanced aerospace and defense technology
convergence. AIRO provides innovative, industry-leading products and services through the strength of its four synergistic divisions:
Advanced Avionics, Electric Air Mobility, Uncrewed Air Systems, and Training. Well-known AIRO company brands include Jaunt Air Mobility,
Sky-Watch, Aspen Avionics, and Coastal Defense. To learn more, visit: www.theairogroup.com
About
Kernel (KRNL)
Kernel
is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination
with a business in the Commerce Enablement, Logistics Technologies, Marketplaces and Services space. The team is composed of seasoned
executives with a unique combination of experiences in wholesale and retail, logistics, distribution, technology development and transformation.
To learn more, visit: www.kernelspac.com
Media
and investor contact: media@theairogroup.com / IR@theairogroup.com for Dan Johnson, AIRO, and Joe Burns, AIRO.
Additional
Information and Where to Find It
For
additional information on the proposed Transaction, see Kernel’s Current Report on Form 8-K, filed with the SEC on March 6, 2023.
In connection with the Transaction, AIRO Group, Inc. filed with the SEC a registration statement on Form S-4, which includes a document
that serves as a proxy statement of Kernel, relating to the proposed Transaction. This communication is not intended to be, and is not,
a substitute for the proxy statement or any other document that Kernel or AIRO Group, Inc. has filed or may file with the SEC in connection
with the proposed Transaction. Kernel’s shareholders and other interested persons are advised to read the preliminary proxy statement
and the amendments thereto, the definitive proxy statement and documents incorporated by reference therein filed in connection with the
proposed Transaction, as these materials will contain important information about AIRO Group, Inc., Kernel, AIRO, and the proposed Transaction.
The definitive proxy statement/prospectus and other relevant materials for the proposed Transaction were mailed to shareholders of Kernel
as of July 10, 2024 for voting on the proposed Transaction. Before making any voting or investment decision, investors and shareholders
of Kernel are urged to carefully read the entire proxy statement and any other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they contain important information about the proposed Transaction. Kernel investors
and shareholders are able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
and other documents filed with the SEC that will be incorporated by reference therein, without charge, at the SEC’s website at
www.sec.gov, or by directing a request to: Kernel Group Holdings, Inc., 515 Madison Avenue, Suite 8078, New York, NY 10022, Attention:
Mr. Suren Ajjarapu.
Participants
in the Solicitation
Kernel,
AIRO, and their respective directors, executive officers, other members of management and employees may be deemed participants in the
solicitation of proxies from Kernel’s shareholders with respect to the Transaction. Investors and security holders may obtain more
detailed information regarding the names and interests in the Transaction of Kernels’ directors and officers in Kernel’s
and AIRO Group, Inc.’s filings with the SEC, including the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
amendments and supplements thereto, and other documents filed with the SEC.
No
Offer or Solicitation
This
press release is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed
Transaction and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Forward-Looking
Statements
This
press release contains certain statements that are not historical facts and are forward-looking statements within the meaning of the
federal securities laws with respect to the proposed Transaction between AIRO Group, Inc., Kernel and AIRO, including without limitation
statements regarding the anticipated benefits of the proposed Transaction, the anticipated timing of the proposed Transaction, the implied
enterprise value, future financial condition and performance of AIRO and the combined company after the closing and expected financial
impacts of the proposed Transaction, the satisfaction of closing conditions to the proposed Transaction, the level of redemptions of
Kernel’s public shareholders and the products and markets and expected future performance and market opportunities of AIRO. These
forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “think,” “strategy,” “future,”
“opportunity,” “potential,” “plan,” “seeks,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties.
These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed Transaction may not be
completed in a timely manner or at all, which may adversely affect the price of Kernel’s securities; (ii) the risk that the proposed
Transaction may not be completed by Kernel’s business combination deadline; (iii) the failure to satisfy the conditions to the
consummation of the proposed Transaction, including the approval of the Agreement and Plan of Merger by the shareholders of Kernel, the
satisfaction of the minimum cash at closing requirements and the receipt of certain governmental, regulatory and third party approvals;
(iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement and Plan of Merger;
(v) the failure to achieve the minimum amount of cash available following any redemptions by Kernel’s shareholders; (vi) redemptions
exceeding anticipated levels or the failure to meet The Nasdaq Capital Market’s initial listing standards in connection with the
consummation of the proposed Transaction; (vii) the effect of the announcement or pendency of the proposed Transaction on AIRO’s
business relationships, operating results, and business generally; (viii) risks that the proposed Transaction disrupts current plans
and operations of AIRO; (ix) the outcome of any legal proceedings that may be instituted against AIRO or against Kernel related to the
Agreement and Plan of Merger or the proposed Transaction; (x) changes in the markets in which AIRO competes, including with respect to
its competitive landscape, technology evolution, or regulatory changes; (xi) changes in domestic and global general economic conditions;
(xii) risk that AIRO may not be able to execute its growth strategies; (xiii) risks related to the ongoing COVID-19 pandemic and response,
including supply chain disruptions; (xiv) risk that AIRO may not be able to develop and maintain effective internal controls; (xv) costs
related to the proposed Transaction and the failure to realize anticipated benefits of the proposed Transaction or to realize estimated
pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; (xvi) the ability to recognize
the anticipated benefits of the proposed Transaction and to achieve its commercialization and development plans, and identify and realize
additional opportunities, which may be affected by, among other things, competition, the ability of AIRO to grow and manage growth economically
and hire and retain key employees; (xvii) the risk that AIRO may fail to keep pace with rapid technological developments to provide new
and innovative products and services or make substantial investments in unsuccessful new products and services; (xviii) the risk that
AIRO will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xix)
the risk that AIRO, post-combination, experiences difficulties in managing its growth and expanding operations; (xx) the risk of product
liability or regulatory lawsuits or proceedings relating to AIRO’s business; (xxi) the risk of cyber security or foreign exchange
losses; (xxii) the risk that AIRO is unable to secure or protect its intellectual property; and (xxiii) those factors discussed in AIRO
Group, Inc.’s filings with the SEC and that that will be contained in the proxy statement/prospectus relating to the proposed Transaction.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that will be described in the “Risk Factors” section of the preliminary proxy statement/prospectus and the amendments thereto,
the definitive proxy statement, and other documents to be filed by AIRO Group, Inc. from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and while AIRO Group, Inc., AIRO and Kernel may elect to update these forward-looking statements
at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable law. Neither AIRO Group, Inc., AIRO nor Kernel gives any assurance
that AIRO Group, Inc., AIRO or Kernel will achieve its expectations. These forward-looking statements should not be relied upon as representing
AIRO Group, Inc.’s, Kernel’s or AIRO’s assessments as of any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
Contact
hd@kernelcap.com
v3.24.2
Cover
|
Jul. 23, 2024 |
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Jul. 23, 2024
|
| 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 |
true
|
| 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
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| 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.
| 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'.
| 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
| 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
| 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
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| 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.
| 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.
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| 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.
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| 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_ClassOrdinarySharesIncludedAsPartOfUnitsMember |
| 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 6 2024 まで 7 2024
Kernel (NASDAQ:KRNLU)
過去 株価チャート
から 7 2023 まで 7 2024
