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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): May 28, 2024
Kernel
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
001-39983 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
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.
As
previously disclosed, Kernel Group Holdings, Inc., a special purpose acquisition company incorporated as a Cayman Islands exempted company
(“Kernel”), entered into a Business Combination Agreement, dated as of March 3, 2023 (as amended by the First Amendment to
the Business Combination Agreement, dated August 29, 2023, the Second Amendment to the Business Combination Agreement, dated January
16, 2024, and the Third Amendment to the Business Combination Agreement, dated February 5, 2024, the “Business Combination Agreement”),
by and among (i) Kernel, (ii) AIRO Group, Inc., a Delaware corporation (“ParentCo”), (iii) Kernel Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of ParentCo, (iv) AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of ParentCo, (v) VKSS Capital, LLC, a Delaware limited liability company (the “ParentCo Representative”) and also in the
capacity as Kernel’s sponsor (“Sponsor”), (vi) Dr. Chirinjeev Kathuria, in the capacity as the representative for the
AIRO Group Holdings stockholders, and (vii) AIRO Group Holdings, Inc., a Delaware corporation (“AIRO Group Holdings”), pursuant
to which, among other things, Kernel will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company
and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K is an investor presentation (“Investor Presentation”) that will be used
by Kernel and AIRO Group Holdings in connection with the transactions (the “Transactions”) contemplated by the Business Combination
Agreement.
The
Investor Presentation 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.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K 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 business combination (the “Transaction”) between ParentCo, Kernel
and AIRO Group Holdings, 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 Group
Holdings 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 shareholders and the products and markets and
expected future performance and market opportunities of AIRO Group Holdings. 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 shareholders 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
shareholders; (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 Group Holdings’ business relationships, operating results, and business generally; (viii) risks that the proposed
Transaction disrupts current plans and operations of AIRO Group Holdings; (ix) the outcome of any legal proceedings that may be instituted
against AIRO Group Holdings or against Kernel related to the Business Combination Agreement or the proposed Transaction; (x) changes
in the markets in which AIRO Group Holdings 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 Group Holdings may not be able to execute
its growth strategies; (xiii) risk that AIRO Group Holdings may not be able to develop and maintain effective internal controls; (xiv)
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 shareholder redemptions; (xv) 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 Group Holdings to grow and manage
growth economically and hire and retain key employees; (xvi) the risk that AIRO Group Holdings 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;
(xvii) the risk that AIRO Group Holdings will need to raise additional capital to execute its business plan, which may not be available
on acceptable terms or at all; (xviii) the risk that AIRO Group Holdings, post-combination, experiences difficulties in managing its
growth and expanding operations; (xix) the risk of product liability or regulatory lawsuits or proceedings relating to AIRO Group Holdings’
business; (xx) the risk of cyber security or foreign exchange losses; (xxii) the risk that AIRO Group Holdings is unable to secure or
protect its intellectual property; and (xxiii) those factors discussed in ParentCo’s filings with the SEC and 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 Group Holdings 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 Group Holdings nor
Kernel gives any assurance that ParentCo, AIRO Group Holdings 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 Group Holdings’ assessments
as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Participants
in the Solicitation
Kernel,
AIRO Group Holdings and ParentCo and their respective directors and executive officers may be considered participants in the solicitation
of proxies with respect to the proposed transaction described in this report under the rules of the SEC. Information about the directors
and executive officers of Kernel is set forth in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the
SEC on March 12, 2024, and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Kernel
Group Holdings, Inc., 515 Madison Avenue, 8th Floor - Suite 8078 New York, New York. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of the Kernel shareholders in connection with the proposed Transactions
will be set forth in the registration statement on Form S-4 (the “Form S-4”) containing a proxy statement/prospectus filed
by ParentCo with the SEC with respect to the proposed Transactions. These documents can be obtained free of charge from the sources indicated
herein.
Important
Information About the Transactions and Where to Find It
This
report relates to proposed Transactions between Kernel and AIRO Group Holdings. This report does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the Transactions described herein, Kernel and AIRO Group Holdings have filed relevant materials with the SEC, including
the Form S-4 filed by ParentCo, which includes a preliminary proxy statement/prospectus. Security holders are encouraged to carefully
review such information, including the risk factors and other disclosures therein. The definitive proxy statement/prospectus will be
sent to all shareholders of Kernel and AIRO Group Holdings. Kernel and ParentCo will also file other documents regarding the proposed
Transactions with the SEC. Before making any voting or investment decision, investors and security holders of Kernel are urged to read
the registration statement, the preliminary proxy statement/prospectus, when available the definitive proxy statement/prospectus, and
all other relevant documents filed or that will be filed with the SEC in connection with the proposed Transactions as they become available
because they will contain important information about the proposed Transactions.
Shareholders
are able to obtain a copy of the Form S-4, including the preliminary proxy statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: Kernel Group Holdings, Inc., 515 Madison Avenue, 8th Floor - Suite 8078 New York, New York,
Attention: Mr. Suren Ajjarapu. The preliminary and definitive proxy statement/prospectus, once available, and other materials filed with
the SEC, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING THEREOF OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Non-Solicitation
This
report does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed business combination described herein and shall not constitute an offer
to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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:
May 28, 2024 |
|
|
|
|
|
|
KERNEL
GROUP HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Surendra Ajjarapu |
|
Name: |
Surendra
Ajjarapu |
|
Title: |
Chief
Executive Officer |
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v3.24.1.1.u2
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May 28, 2024 |
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|
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|
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|
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|
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|
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|
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515
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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