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): February 25, 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. ☐
| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On February 22, 2022, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that the Company’s previously issued (i) audited balance sheet as of February 5, 2021 (the “Audited Balance Sheet”), as previously restated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 8, 2021 (the “Q1 Form 10-Q”), and as further revised in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (the “Q3 Form 10-Q”), (ii) unaudited condensed financial statements included in the Q1 Form 10-Q, as revised in the Q3 Form 10-Q, (iii) unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, as revised in the Q3 Form 10-Q, and (iv) a section within Note 2 to unaudited condensed financial statements and Item 4 of Part 1 included in the Q3 Form 10-Q, ((ii) through (iv) collectively, the “Affected Periods”), should be restated to report all Class A ordinary shares, par value $0.0001 per share, of the Company (the “Public Shares”) as temporary equity and calculate earnings per share pro rata between the Public Shares and the Company’s Class B ordinary shares, par value $0.0001 per share, and should no longer be relied upon. The reclassification has resulted from a determination by the Company’s management that the Public Shares issued in connection with its initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside of the Company’s control. Therefore, the Public Shares subject to possible redemption should be valued at $10.00 per share and should not take into account the fact that a redemption of Public Shares cannot result in net tangible assets being less than $5,000,001.
As such, the Company plans to restate (i) its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (the “10-Q/A”) and (ii) the Audited Balance Sheet in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, each to be filed with the SEC.
The Company does not expect that the restatement will have any impact on its cash position or cash held in the trust account established in connection with the Initial Public Offering.
After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the 10-Q/A.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with Withum Smith + Brown, PC.
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 25, 2022 | ||
| KERNEL GROUP HOLDINGS, INC. | ||
| By: | /s/ Mark Gross | |
| Name: | Mark Gross | |
| Title: | Chief Executive Officer |