X0206 3 2021-02-02 0 0001832950 Kernel Group Holdings, Inc. KRNL 0001830397 Kernel Capital Holdings, LLC 2 ROUSSEAU STREET SAN FRANCISCO CA 94112 true true Class B ordinary shares Class A ordinary shares 7493750 D As described in the issuer's registration statement on Form S-1 (File No. 333-252105) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Class B ordinary shares owned by the reporting person include up to 993,750 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. The reporting person is controlled by Mark Gross, Rakesh Tondon and Brett Northart, and as such each have voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person. Kernel Capital Holdings, LLC /s/ Rakesh Tondon By: Rakesh Tondon Title: Chief Financial Officer 2021-02-02