Form 8-K - Current report

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): September 1, 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 8.01 Other Events.

As previously disclosed on January 24, 2023, Kernel Group Holdings Inc., a Cayman Islands exempted company (the “Company”), received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company failed to hold an annual meeting of shareholders within 12 months after its fiscal year ended December 31, 2021, as required by Nasdaq Listing Rule 5620(a) (the “Rule”). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company submitted a plan to regain compliance and was granted until June 29, 2023 to regain compliance.

On July 7, 2023, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that, as of June 29, 2023, the Company had failed to hold the above-referenced annual meeting and therefore was not in compliance with the Rule. As a result, Nasdaq advised the Company that its securities would be subject to delisting unless the Company timely requested a hearing before an independent Hearings Panel. Accordingly, the Company made a timely request for a hearing.

On September 1, 2023, the Company received a letter from Nasdaq stating that the Company has regained compliance under the Rule upon holding its annual meeting of shareholders on August 31, 2023 and the subsequent Form 8-K filed with the U.S. Securities and Exchange Commission. As such, this matter is now closed.

Item 9.01.1. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
99.1		Press Release, dated September 1, 2023
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: September 1, 2023

	KERNEL GROUP HOLDINGS, INC.

	By:	/s/ Surendra Ajjarapu
	Name:	Surendra Ajjarapu
	Title:	Chief Executive Officer

Exhibit 99.1

Kernel Group Holdings, Inc. Regains Compliance with Certain Nasdaq Listing Requirement

New York, September 1, 2023 –Kernel Group Holdings, Inc. (NASDAQ: KRNLU, KRNL, KRNLW the “Company” or “Kernel”) today announced that on September 1, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), confirming that the Company had regained compliance with Nasdaq Listing Rule 5620(a) which requires companies to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year (the “Annual Meeting Requirement”).

As previously disclosed, the Company was notified by the Listing Qualifications Department of Nasdaq that it did not comply with the Annual Meeting Requirement. Based on the Company’s Form 8-K filed on August 31, 2023, the Company’s definitive proxy statement was distributed on August 11, 2023, and its annual meeting of shareholders was held on August 31, 2023. Accordingly, the Listing Qualifications Department of Nasdaq has determined that the Company regained compliance with the Annual Meeting Requirement.

Contact:

hd@kernelcap.com

Cover	Sep. 01, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 01, 2023
Entity File Number	001-39983
Entity Registrant Name	Kernel Group Holdings, Inc.
Entity Central Index Key	0001832950
Entity Tax Identification Number	98-1567976
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	515 Madison Avenue
Entity Address, Address Line Two	8th Floor - Suite 8078
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	908-2659
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	KRNLU
Security Exchange Name	NASDAQ
Class A Ordinary Shares included as part of the units
Title of 12(b) Security	Class A Ordinary Shares included as part of the units
Trading Symbol	KRNL
Security Exchange Name	NASDAQ
Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	KRNLW
Security Exchange Name	NASDAQ