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2 Rousseau Street
San Francisco,
California
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94112
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(Address of principal executive offices)
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(Zip Code)
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(415) 404-6356
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
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KRNLU
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The Nasdaq Stock Market LLC
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Class A Ordinary Shares included as part of the units
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KRNL
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The Nasdaq Stock Market LLC
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Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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KRNLW
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The Nasdaq Stock Market LLC
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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. ☐
SECTION 1 – Registrant’s Business and Operations
| Item 1.01 |
Entry into a Material Definitive Agreement
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Purchase Agreement
On December 28, 2022 (the “Effective Date”), Kernel Group Holdings Inc., a Cayman Island exempted company (the “Company”), entered into a Purchase Agreement (the
“Agreement”) with Kernel Capital Holdings, LLC, a Delaware limited liability company ("Original Sponsor"), and VKSS Capital, LLC, a Delaware corporation (the “New Sponsor”), pursuant to which the New Sponsor, or an entity designated by the New
Sponsor, will purchase from the Original Sponsor 7,187,500 Class B ordinary shares of the Company (the “Class B Shares”), par value $0.0001 per share and 8,750,000 Private Placement Warrants, each of which is exercisable to purchase one Class A
ordinary share of the Company, par value $0.0001 per share, for an aggregate purchase price of $1.00 (the “Purchase Price”) payable at the time the Company effects a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities (the “Initial Business Combination”).
Upon the closing of the Initial Business Combination, New Sponsor shall also convey 2,000,000 (two million) Class B Shares to the equityholders of the Original
Sponsor, as of the Effective Date (the “Original Sponsor Equityholders”), pro rata based on the Original Sponsor Equityholders’ underlying interest in the Company’s Class B Shares as of the Effective Date.
In addition to the payment of the Purchase Price, the New Sponsor also assumed the following obligations: (i) responsibility for all of Company’s public company
reporting obligations; (ii) all other obligations of the Original Sponsor related to the Company; (iii) shall settle the outstanding obligations set forth on Exhibit A of the Purchase Agreement with the parties named therein, subject to update by
Mark Gross, Rakesh Tondon, Brett Northart and Mike Newbold (the “Initial Sponsor Founders”) two (2) business days prior to the closing of the Initial Business Combination; and (iv) pay each of the Initial Sponsor Founders $250,000 and convey to
each of the Initial Sponsor Founders 125,000 (one hundred twenty five thousand) Class B shares, as an advisor fee (“Advisor Fee”).
Pursuant to the Agreement, the New Sponsor has replaced the Company’s current directors and officers with directors and officers of the Company selected in its sole
discretion.
The Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, corporate authority,
and compliance with applicable laws. The representations and warranties of each party set forth in the Agreement were made solely for the benefit of the other parties to the Agreement, and investors are not third-party beneficiaries of the Purchase
Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of
the Agreement or such other date as is specified in the Agreement and (c) may have been included in the Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Agreement is
included with this filing only to provide investors with information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1
hereto and which is incorporated herein by reference.
SECTION 5 - Corporate Governance and Management
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The disclosures set forth in Item 1.01 are incorporated by reference into this Item 5.02.
Change in Company Officers and Directors
On December 28, 2022, Mark Gross, Brett Northart, Chris Farrell, Dee Dee Sklar, and Ron Meyer tendered their resignations as directors of the
Company. Mark Gross, Rakesh Tondon, Brett Northart, and Mike Newbold resigned as officers of the Company. Suren Ajjarapu, Howard Doss, Michael Peterson, Donald Fell, Venkatesh Srinivas, and Siva Srinivasan were appointed as members of the board of
directors of the Company. Suren Ajjarpu was appointed Chief Executive Officer and Chairman and Howard Doss was appointed as Chief Financial Officer of the Company. There was no known disagreement with any of our outgoing directors on any matter
relating to the Company’s operations, policies or practices.
The following sets forth certain information concerning each new director and officer’s past employment history, directorships held in public
companies, if any, and for directors, their qualifications for service on the Company’s board.
Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for
those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of
office.
Surendra Ajjarapu
Mr. Ajjarapu has served as Chairman of the Board, Chief Executive Officer and Secretary of Trxade Group, Inc., (NASDAQ: MEDS) a Delaware corporation, and its
predecessor company since July 2010 and is a director of Oceantech Acquisition I Corp., traded on Nasdaq under the symbol “OTECU.” Mr. Ajjarapu has also served as Chief Executive Officer and Chairman of Aesther Healthcare Acquisition Corp. since 2021. Since March 2018, Mr. Ajjarapu has served as Executive Chairman of the Board
of Kano Energy Corp., a company involved in the development of renewable natural gas sites in the United States. Mr. Ajjarapu was a Founder and served as Chief Executive Officer and Chairman of the Board of Sansur Renewable Energy, Inc., a company
involved in developing wind power sites in the Midwest of the United States, from March 2009 to December 2012. Mr. Ajjarapu was also a Founder, President and Director of Aemetis, Inc., a biofuels company (NASDAQ: AMTX), and a Founder, Chairman and
Chief Executive Officer of International Biofuels, a subsidiary of Aemetis, Inc., from January 2006 to March 2009. Mr. Ajjarapu was Co-Founder, Chief Operations Officer, and Director of Global Information Technology, Inc., an IT outsourcing and
systems design company, headquartered in Tampa, Florida with major operations in India. Mr. Ajjarapu graduated from South Dakota State University with a M.S. in Environmental Engineering, and from the University of South Florida with an M.B.A.,
specializing in International Finance and Management. Mr. Ajjarapu is also a graduate of the Venture Capital and Private Equity program at Harvard University.
Howard Doss
Mr. Howard A. Doss, is a seasoned chief financial officer and accountant. He has served as Chief Financial Officer of Aesther Healthcare Acquisition Corp. since 2021. He has also served as chief financial officer of TRxADE HEALTH, INC., an
online marketplace for health traded on Nasdaq under the symbol “MEDS.” Mr. Doss has served in a variety of capacities with accounting and investment firms. He joined the staff of Seidman & Seidman (BDO Seidman, Dallas) in 1977 and, in 1980, he
joined the investment firm Van Kampen Investments, opening the firm’s southeast office in Tampa, Florida in 1982. He remained with the firm until 1996 when he joined Franklin Templeton to develop corporate retirement plan distribution. After
working for the Principal Financial Group office in Tampa, Florida, Mr. Doss was City Executive for U.S. Trust in Sarasota, Florida, responsible for high net worth individuals. He retired from that position in 2009. He served as CFO and Director
for Sansur Renewable Energy an alternative energy development company, from 2010 to 2012. Mr. Doss has also served as President of STARadio Corp. since 2005. Mr. Doss is a member of the America Institute of CPA’s. He is a graduate of Illinois
Wesleyan University.
Michael Peterson
Mr. Peterson commenced serving as President, Chief Executive Officer and as a member of the Board of Directors of Lafayette Energy Corp. in April 2022. Since
September 2021 Mr. Peterson has served as a member of the Board of Directors, Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee of Aesther Healthcare Acquisition Corp. (Nasdaq:AEHA), a special
purpose acquisition company which has entered into a merger agreement to acquire a biopharmaceutical company and is expected to serve as an independent director of the merged company. Mr. Peterson has served as the president of Nevo Motors, Inc.
since December 2020, which was established to commercialize a range extender generator technology for the heavy-duty electric vehicle market but is currently non-operational. Since May 2022, Mr. Peterson has served as a member of the Board of
Directors and as the Chairperson of the Audit Committee of Trio Petroleum Corp., an oil and gas exploration and development company which is in the process of going public, since February 2021, Mr. Peterson has served on the board of directors
and as the Chairman of the Audit Committee of Indonesia Energy Corporation Limited (NYSE American: INDO). Mr. Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei,
Taiwan from June 2018 to June 2021. Mr. Peterson served as an independent member of the Board of Directors of TRxADE HEALTH, Inc. (formerly Trxade Group, Inc.) from August 2016 to May 2021 (Nasdaq:MEDS). Mr. Peterson served as the Chief Executive
Officer of PEDEVCO Corp. (NYSE American:PED), a public company engaged primarily in the acquisition, exploration, development and production of oil and natural gas shale plays in the US from May 2016 to May 2018. Mr. Peterson served as Chief
Financial Officer of PEDEVCO between July 2012 and May 2016, and as Executive Vice President of Pacific Energy Development (PEDEVCO’s predecessor) from July 2012 to October 2014, and as PEDEVCO’s President from October 2014 to May 2018. Mr.
Peterson joined Pacific Energy Development as its Executive Vice President in September 2011, assumed the additional office of Chief Financial Officer in June 2012, and served as a member of its board of directors from July 2012 to September
2013. Mr. Peterson formerly served as Interim President and CEO (from June 2009 to December 2011) and as director (from May 2008 to December 2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis, Inc.
(formerly AE Biofuels Inc.), a Cupertino, California-based global advanced biofuels and renewable commodity chemicals company (NASDAQ:AMTX), and as Chairman and Chief Executive Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen Energy, Inc.),
a Cupertino, California-based developer of utility-scale solar farms which he helped form in December 2008 (from December 2008 to July 2012). From 2005 to 2006, Mr. Peterson served as a managing partner of American Institutional Partners, a
venture investment fund based in Salt Lake City. From 2000 to 2004, he served as a First Vice President at Merrill Lynch, where he helped establish a new private client services division to work exclusively with high-net-worth investors. From
September 1989 to January 2000, Mr. Peterson was employed by Goldman Sachs & Co. in a variety of positions and roles, including as a Vice President. Mr. Peterson received his MBA at the Marriott School of Management and a BS in
statistics/computer science from Brigham Young University.
Donald Fell
Mr. Donald G. Fell, brings along a wealth of experience in the field of economics and business to the Company. Mr. Fell has served as an independent director of Aesther Healthcare Acquisition Corp. since 2021 and TRxADE HEALTH, INC since January 2014, as well as a director of Trxade Nevada since December 2013. He is presently Professor
and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct professor of economics for the University of Colorado, Colorado Springs. Mr. Fell held positions with the University of South Florida as a member
of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the Public Policy Institute from 1995 to 2012. Mr. Fell was also a visiting professor at the University of LaRochelle, France, and an adjunct
professor of economics at both Illinois State University and The Ohio State University. Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University and is all but dissertation (ABD) in economics from Illinois State
University. Through his work with the Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has overseen graduate institutes on economic policy and environmental economics in 44 states, throughout Canada, the Islands
and Eastern Europe.
Venkatesh Srinivas
Mr. Venkatesh Srinivasan has a tremendous amount of experience in the pharmaceutical industry and currently serves as President of Micro Labs USA and
previously served as President of Rising Pharma, USA and as President and CEO of Ascend Laboratories, USA where he grew the business, building a new team and strengthening processes and systems. In addition, Mr. Srinivasan served as a Director at
Pfizer India. Mr. Mr. Venkatesh Srinivasan has been serving as an independent director of Aesther Healthcare Acquisition Corp. since 2021.
Siva Srinivasan
Mr. Siva Saravanan has more than 20 years of experience steering digital strategies and technology solutions for businesses. Mr. Saravanan is the Chief
Digital Officer at Wavestone US, helping Fortune 1000 business and technology leaders accelerate digital transformation. Prior to joining Wavestone US, Siva was Chief Information Officer and SVP of Business Operations at Reviver, an exciting IoT
start-up that creates connected digital license plates to enable true autonomous driving. He designed customer digital experiences, unified commerce, supply chain, field service operations and the digital agenda for Reviver. Siva was also VP for IT
Digital Transformation and Program Delivery at Aristocrat Technologies. While at Aristocrat Technologies, he led the transformation of business systems for a leading high-tech gaming manufacturer. Siva spent many years at Verifone as a Senior
Director supporting technology operations in 40+ countries and also taking on delivery responsibilities. At VeriFone, he built a world-class global integrated supply chain network for agility and efficiency. Mr. Saravanan holds a M.S. in Systems
Engineering from Tennessee State University and B.S in Mechanical Engineering from Annamalai University in Chidambaram, India. He is also on the Advisory Board of NishTech Inc., a digital commerce company and the Advisory Council of George
Washington University School of Business Digital Program. Siva is a member of Forbes Technology Council contributing regularly. Mr. Siva Saravanan has been serving as an independent director of Aesther Healthcare Acquisition Corp. since 2021.
Committee Appointments
The Company already has an audit committee, compensation committee, and nominating and corporate governance committee. The nominating and corporate governance
committee is comprised entirely of independent directors and acts under a written charter, which more specifically sets forth its responsibilities and duties, as well as requirements for the nominating and corporate governance committee’s
composition and meetings. The nominating and corporate governance committee charter, along with the charters for the other committees, is available on the SEC’s website at sec.gov.
As a result of recent departures from the board and the new appointments, the committees of the board of directors currently consists of the following members:
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Audit Committee; Michael Peterson as Chairman; Donald Fell and Siva Srinivasan as members
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Compensation Committee: Donald Fell as Chairman; Michael Peterson and Siva Srinivasan as members
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Nominating and Corporate Governance Committee: Donald Fell as Chairman; Michael Peterson and Siva Srinivasan as members
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Nasdaq listing standards require that a majority of the Company’s board of directors be independent. An “independent director” is defined generally as a person other
than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying
out the responsibilities of a director. The Company’s board of directors has determined that Michael Peterson, Donald Fell, Venkatesh Srinivas, and Siva Srinivasan are “independent directors” as defined in the Nasdaq listing standards and
applicable SEC rules.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits.
Exhibit No. Description
| 10.1 |
Purchase Agreement, dated December 28, 2022
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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.