AIRO Group, Inc. (“PubCo”), which will become a holding company for
AIRO Group Holdings, Inc. (“AIRO”), a middle market aerospace and
defense group, and Kernel Group Holdings, Inc. (NASDAQ:KRNL)
(“Kernel”), a special purpose acquisition company (SPAC), has
submitted with the U.S. Securities and Exchange Commission (“SEC”)
a confidential draft of a registration statement Form S-4 (“S-4”)
in connection with the proposed business combination (the “Business
Combination” or the “Transaction”) between Kernel and AIRO.
The closing of the proposed business combination
is subject to, among other things, the approval by Kernel’s
stockholders, satisfaction of the conditions stated in the
definitive agreement and other customary closing conditions,
including a registration statement being declared effective by the
SEC, and approval by The Nasdaq Stock Market to list the securities
of the combined company. Upon closing of the Transaction, AIRO and
Kernel will be wholly-owned subsidiaries of PubCo. PubCo common
stock and warrants are expected to be listed on Nasdaq, under the
symbols “AIRO” and “AIROW,” respectively.
About Kernel (KRNL)
Kernel Group Holdings (NASDAQ:KRNL) is a special
purpose acquisition company formed for the purpose of effecting a
merger, stock purchase or similar business combination with a
business in the Commerce Enablement, Logistics Technologies,
Marketplaces and Services space. The team is composed of seasoned
executives with a unique combination of experiences in wholesale
and retail, logistics, distribution, technology development and
transformation. To learn more, visit: www.kernelspac.com
About AIRO
AIRO is a privately-held mid-market aerospace
and defense company with offices in the US, Canada and the EU,
providing innovative, industry-leading products and services via
its four synergistic divisions: Advanced Avionics, Electric Air
Mobility, Uncrewed Air Systems, and Training. To learn more, visit:
www.theairogroup.com
Additional Information and Where to Find It
For additional information on the proposed
Transaction, see Kernel’s Current Report on Form 8-K, filed with
the SEC on March 6, 2023. In connection with the Transaction, PubCo
intends to file with the U.S. Securities and Exchange Commission
(the “SEC”) a registration statement on Form S-4, which will
include 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 PubCo 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 PubCo, 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 press release 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 press release 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 PubCo, 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
PubCo’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 PubCo 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 PubCo, 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 PubCo,
AIRO nor Kernel gives any assurance that PubCo, AIRO or Kernel, or
the combined company, will achieve its expectations. These
forward-looking statements should not be relied upon as
representing PubCo’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.
# # #
INVESTOR CONTACT:Joe Burns, joe.burns@theairogroup.com
Kernel (NASDAQ:KRNLU)
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