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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): June 14, 2023
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.
On
June 14, 2023, Jaunt Air Mobility LLC (“Jaunt”), a wholly owned subsidiary of AIRO Group, Inc., a Delaware corporation and
wholly owned subsidiary of Kernel Group Holdings, Inc., issued a press release announcing that Eric Côté, president of Jaunt
Canada, was recently elected a member of Aéro Montréal’s board.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Press Release”) and is incorporated
by reference into this item.
The
Press Release is intended to be furnished 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. This current report on Form 8-K will not be deemed an admission
as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Additional
Information and Where to Find It
For
additional information on the proposed business combination between AIRO Group Holdings, Inc. (“AIRO”) and Kernel (the “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.
(“ParentCo”) has filed with the U.S. Securities and Exchange Commission (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 communication 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 stockholders
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, and the proposed Transaction. When available, the definitive proxy statement/prospectus
and other relevant materials for the proposed Transaction will be mailed to stockholders of Kernel as of a record date to be established
for voting on the proposed Transaction. Before making any voting or investment decision, investors and stockholders of Kernel are urged
to carefully read the entire proxy statement, when they become available, 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 stockholders will also be 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, once available,
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.
No
Offer or Solicitation
This
communication 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
communication 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, 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 stockholders 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 business combination agreement by the stockholders 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
stockholders; (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 business combination agreement 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 stockholder 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 ability to develop, license or acquire new therapeutics; (xix) 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; (xx) the risk that AIRO, post-combination, experiences
difficulties in managing its growth and expanding operations; (xxi) the risk of product liability or regulatory lawsuits or proceedings
relating to AIRO’s business; (xxii) the risk of cyber security or foreign exchange losses; (xxiii) the risk that AIRO is unable
to secure or protect its intellectual property; and (xxiv) 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 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 nor Kernel gives any assurance
that ParentCo, AIRO 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’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.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No. Description
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:
June 14, 2023 |
|
| |
|
| |
KERNEL
GROUP HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Surendra Ajjarapu |
| |
Name: |
Surendra
Ajjarapu |
| |
Title: |
Chief
Executive Officer |
