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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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.
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 | | |
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| | KERNEL GROUP HOLDINGS, INC. |
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| | By: | /s/ Surendra Ajjarapu |
| | Name: | Surendra Ajjarapu |
| | Title: | Chief Executive Officer |
