X0206 3 2021-02-02 0 0001832950 Kernel Group Holdings, Inc. KRNL 0001840855 Northart Brett 2 ROUSSEAU STREET SAN FRANCISCO CA 94112 true true true Chief Operating Officer Class B ordinary shares Class A ordinary shares 7493750 I Kernel Capital Holdings, LLC 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 underwriter of the initial public offering of the issuer's securities does not exercise in full its over-allotment option as described in the issuer's registration statement. The securities reported on this Form 3 are held by Kernel Capital Holdings, LLC (the "Sponsor"). The reporting person controls the Sponsor, and as such, has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of the securities reported hereby except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes. Exhibit List: Exhibit 24 - Power of Attorney /s/ Rakesh Tondon as attorney in fact Brett Northart 2021-02-02