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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

 

 

 

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): December 28, 2022

 

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)

 

 

 

2 Rousseau Street

San Francisco, California

   94112
(Address of principal executive offices)   (Zip Code)

 

(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:

 

☐ 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. ☐

 

 

 

 
 

 

EXPLANATORY NOTE

 

On January 3, 2023 the “Effective Date”), Kernel Group Holdings Inc., a Cayman Island exempted company (the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”) disclosing its entry 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”) on December 28, 2022. This Amendment No. 1 to the Original 8-K is being filed solely to correct a scrivener’s error contained in Exhibit 10.1 to the Original 8-K. (in the recitals therein). Exhibit 10.1 filed with this Amendment No. 1 replaces Exhibit 10.1 to the Original 8-K in its entirety, and all other disclosures in, and exhibits to, the Original 8-K remain unchanged.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
No. 		  Description
10.1   Purchase Agreement, dated December 28, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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: February 28, 2023    
     
  KERNEL GROUP HOLDINGS, INC.
     
  By: /s/ Surendra Ajjarapu
  Name: Surendra Ajjarapu
  Title: Chief Executive Officer

 

 

 

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