Kernel Group Holdings, Inc Will Redeem Public Shares
August 05 2024 - 4:05PM
Kernel Group Holdings, Inc (the “
Company”)
(NASDAQ: KRNLU, KRNL, KRNLW), a special purpose acquisition
company, today announced that it will redeem all of its outstanding
Class A ordinary shares, par value $0.0001 (the “
Public
Shares”), effective as of the close of business on August
5, 2024, as the Company will not consummate an initial business
combination within the time period required by its Amended and
Restated Memorandum and Articles of Association (the
“
Articles”).
The Company concluded it would be unable to meet
its expectations for quality and long-term return potential by
completing an initial business combination by August 5, 2024.
As such, in accordance with the Company’s
Articles, the Company will:
● |
cease all
operations as of August 5, 2024, except those required to wind up
the Company’s business ; |
|
|
● |
as
promptly as reasonably possible, redeem the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Company’s trust account (the “Trust
Account”), including interest earned on the funds held in
the Trust Account and not previously released to the Company to pay
the Company’s income taxes, if any (less $100,000 of interest to
pay dissolution expenses), divided by the number of the
then-outstanding Public Shares, which redemption will completely
extinguish public shareholders’ rights as shareholders of the
Company (including the right to receive further liquidation
distributions, if any); and |
|
|
● |
as
promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining shareholders and the
Company’s board of directors, liquidate and dissolve, subject to
the Company’s obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable
law. |
The per-share redemption price for the public shares will be
approximately $10.80 (the “Redemption Amount”).
The balance of the Trust Account as of July 10, 2024 was
approximately $5.5 million. In accordance with the terms of the
related trust agreement, the Company expects to retain $100,000 of
the interest and dividend income from the Trust Account to pay
dissolution expenses.
As of the close of business on August 5, 2024,
the Public Shares will be deemed cancelled and will represent only
the right to receive the Redemption Amount.
The Redemption Amount will be payable to the
holders of the Public Shares upon presentation of their respective
stock or unit certificates or other delivery of their shares or
units to the Company’s transfer agent, Continental Stock Transfer
& Trust Company. Beneficial owners of Public Shares held in
“street name,” however, will not need to take any action in order
to receive the Redemption Amount.
There will be no redemption rights or
liquidating distributions with respect to the Company’s warrants,
which will expire worthless.
Our initial shareholders, including the
Company’s Sponsor, have agreed to waive their redemption rights
with respect to the outstanding Class A ordinary shares, held by
them, and the Class B ordinary shares. After August 5, 2024, the
Company shall cease all operations except for those required to
wind up the Company’s business.
The Company expects that the Nasdaq Stock Market
will file a Form 25 with the U.S. Securities and Exchange
Commission (the “Commission”) to delist its
securities. The Company thereafter expects to file a Form 15 with
the Commission to terminate the registration of its securities
under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. When used in this press release, the words
“could,” “should,” “will,” “may,” “believe,” “anticipate,”
“intend,” “estimate,” “expect,” “project,” the negative of such
terms and other similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. Such forward-looking
statements are based on current information and expectations,
forecasts and assumptions, and involve a number of judgments, risks
and uncertainties. Accordingly, forward-looking statements should
not be relied upon as representing the Company’s views as of any
subsequent date, and the Company does not undertake any obligation
to update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws. You should not place
undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set
forth in the “Risk Factors” in the Company’s registration statement
on Form S-1 (Registration No. 333-252105), as amended, initially
filed with the Commission on January 14, 2021, relating to its
initial public offering, annual, quarterly reports and subsequent
reports filed with the Commission, as amended from time to time.
Copies of such filings are available on the Commission’s website,
www.sec.gov. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Contact:
hd@kernelcap.com
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