Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 11, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 80 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Auditor Firm ID | 100 | ||
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, $0.0001 par value, and one-half of one redeemable warrant | ||
Trading Symbol | KRNLU | ||
Security Exchange Name | NASDAQ | ||
Class A ordinary shares included as part of the units | |||
Title of 12(b) Security | Class A ordinary shares included as part of the units | ||
Trading Symbol | KRNL | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants included as part of the units | |||
Title of 12(b) Security | Redeemable warrants included as part of the units | ||
Trading Symbol | KRNLW | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 509,341 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 7,618,750 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 804 | $ 93,095 |
Prepaid expenses | 27,148 | 42,022 |
Total current assets | 27,952 | 135,117 |
Cash and investments held in Trust Account | 67,819,662 | 309,234,766 |
Total Assets | 67,847,614 | 309,369,883 |
Current liabilities: | ||
Accounts payable | 3,729,095 | 848,420 |
Accrued expenses and other current liabilities | 50,615 | 1,949,715 |
Accrued expenses - related party | 290,000 | 170,000 |
Promissory note - related party | 2,215,368 | |
Convertible promissory notes, net of discount | 1,565,113 | |
Total current liabilities | 7,850,191 | 2,968,135 |
Deferred underwriting commissions | 10,666,250 | |
Warrant liabilities | 479,750 | 174,354 |
Total Liabilities | 8,329,941 | 13,808,739 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 6,315,949 and 30,475,000 shares issued and outstanding at approximately $10.72 and $10.14 per share redemption value as of December 31, 2023 and December 31, 2022, respectively | 67,719,662 | 309,134,766 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2023 and December 31, 2022 | ||
Additional paid-in capital | ||
Accumulated deficit | (8,202,751) | (13,574,384) |
Total Shareholders’ Deficit | (8,201,989) | (13,573,622) |
Total Liabilities and Shareholders’ Deficit | 67,847,614 | 309,369,883 |
Common Class A [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares | ||
Common Class B [Member] | ||
Shareholders’ Deficit: | ||
Ordinary shares | $ 762 | $ 762 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par value per share | $ 0.0001 | $ 0.0001 |
Class A ordinary shares, shares subject to possible redemption, issued | 6,315,949 | 30,475,000 |
Class A ordinary shares, shares subject to possible redemption, outstanding | 6,315,949 | 30,475,000 |
Common stocks subject to possible redemption, redemption price | $ 10.72 | $ 10.14 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 7,618,750 | 7,618,750 |
Ordinary shares, shares outstanding | 7,618,750 | 7,618,750 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 2,449,228 | $ 992,819 |
Administrative fees - related party | 120,000 | 120,000 |
Loss from operations | (2,569,228) | (1,112,819) |
Other income (expense): | ||
Unrealized (loss) gain from change in fair value of warrant liabilities | (305,396) | 12,299,146 |
Income from cash and investments held in Trust Account | 2,260,223 | 4,469,702 |
Gain on waiver of deferred underwriting commissions by underwriter allocated to Public Warrants | 755,346 | |
Unrealized loss on fair value of derivative liabilities - forward purchase agreement | (6,261,728) | |
Interest expense - amortization of debt discount | (1,415,773) | |
Interest expense | (4,880) | |
Total other income (expense), net | (4,972,208) | 15,656,029 |
Net (loss) income | $ (7,541,436) | $ 15,656,029 |
Common Class A [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding, Class B ordinary shares | 12,726,377 | 30,475,000 |
Diluted weighted average shares outstanding, Class B ordinary shares | 12,726,377 | 30,475,000 |
Basic net income (loss) per share, Class B ordinary shares | $ (0.37) | $ 0.41 |
Diluted net income (loss) per share, Class B ordinary shares | $ (0.37) | $ 0.41 |
Common Class B [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding, Class B ordinary shares | 7,618,750 | 7,618,750 |
Diluted weighted average shares outstanding, Class B ordinary shares | 7,618,750 | 7,618,750 |
Basic net income (loss) per share, Class B ordinary shares | $ (0.37) | $ 0.41 |
Diluted net income (loss) per share, Class B ordinary shares | $ (0.37) | $ 0.41 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 762 | $ (24,845,647) | $ (24,844,885) | ||
Balance, shares at Dec. 31, 2021 | 7,618,750 | ||||
Remeasurement of Class A ordinary shares to redemption amount | (4,384,766) | (4,384,766) | |||
Net income (loss) | 15,656,029 | 15,656,029 | |||
Balance at Dec. 31, 2022 | $ 762 | (13,574,384) | (13,573,622) | ||
Balance, shares at Dec. 31, 2022 | 7,618,750 | ||||
Proceeds allocated to Share Rights of convertible promissory note - related party | 1,550,660 | 1,550,660 | |||
Remeasurement of Class A ordinary shares to redemption amount | (1,550,660) | 6,651,341 | 5,100,681 | ||
Extinguishment of forward purchase agreement | 6,261,728 | 6,261,728 | |||
Fair value of equity contract, mutual termination agreement | $ 0 | $ 0 | 0 | 53,100 | 53,100 |
Fair value of equity contract mutual termination agreement, shares | 0 | 0 | |||
Fair value of equity contract, mutual termination agreement | $ 0 | $ 0 | 0 | (53,100) | (53,100) |
Net income (loss) | (7,541,436) | (7,541,436) | |||
Balance at Dec. 31, 2023 | $ 762 | $ (8,202,751) | $ (8,201,989) | ||
Balance, shares at Dec. 31, 2023 | 7,618,750 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (7,541,436) | $ 15,656,029 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Income from cash and investments held in Trust Account | (2,260,223) | (4,469,702) |
Interest expense - amortization of debt discount | 1,415,773 | |
Unrealized loss (gain) from change in fair value of warrant liabilities | 305,396 | (12,299,146) |
Unrealized loss on fair value of derivative liabilities - forward purchase agreement | 6,261,728 | |
Gain on waiver of deferred underwriting commissions by underwriter allocated to Public Warrants | (755,346) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 14,874 | 402,481 |
Accounts payable | 2,880,675 | 50,631 |
Accrued expenses and other current liabilities | (1,899,100) | 227,857 |
Accrued expenses - related party | 120,000 | 120,000 |
Net cash used in operating activities | (1,457,659) | (311,850) |
Cash Flows from Investing Activities: | ||
Advances to Trust Account | (2,550,000) | |
Proceeds from Trust Account for payment to redeeming shareholders | 246,225,328 | |
Net cash provided by investing activities | 243,675,328 | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 2,215,368 | |
Proceeds from convertible promissory note | 1,700,000 | |
Payment to redeeming shareholders | (246,225,328) | |
Offering costs paid | (70,000) | |
Net cash used in financing activities | (242,309,960) | (70,000) |
Net Change in Cash | (92,291) | (381,850) |
Cash - Beginning of the year | 93,095 | 474,945 |
Cash - End of the year | 804 | 93,095 |
Non-cash investing and financing activities: | ||
Waiver of deferred underwriting commissions by underwriter | $ 9,910,904 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (7,541,436) | $ 15,656,029 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b51 Arrangement Adopted | false |
Non-Rule 10b51 Arrangement Adopted | false |
Rule 10b51 Arrangement Terminated | false |
Non-Rule 10b51 Arrangement Terminated | false |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN Kernel Group Holdings, Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 10, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2023, the Company had not commenced any operations. All activity from November 10, 2020 through December 31, 2023 relates to the Company’s formation and the preparation of its initial public offering (“Initial Public Offering”), as described below, and since the closing of the Initial Public Offering, the search for a target for the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend income, interest income or gains on investments held in a Trust Account (“Trust Account”) from the proceeds derived from the Initial Public Offering. The Company’s sponsor was Kernel Capital Holdings, LLC, a Delaware limited liability company (the “Original Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021. On February 5, 2021, the Company consummated its Initial Public Offering of 30,475,000 3,975,000 10.00 304.8 17.4 10.7 Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of 8,750,000 1.00 8.8 On December 28, 2022, the Company entered into a purchase agreement with the Original Sponsor, and VKSS Capital, LLC, a Delaware corporation (the “New Sponsor” or “Sponsor”), pursuant to which the New Sponsor, or an entity designated by the New Sponsor, will purchase from the Original Sponsor 7,618,750 0.0001 8,750,000 0.0001 1.00 2,000,000 Upon the closing of the Initial Public Offering and the Private Placement, approximately $ 304.8 10.00 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 5,000,001 Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company’s New Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $ 100,000 In connection with the redemption of 100 100,000 The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $ 10.00 10.00 10.00 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Charter Amendment and Share Redemptions In an extraordinary general meeting held on February 3, 2023, shareholders approved a charter amendment (the “Charter Amendment”), changing the structure and cost of the Company’s right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination involving the Company and one or more businesses (a “Business Combination”), (ii) cease its operations if it fails to complete such Business Combination, and (iii) redeem or repurchase 100 300,000 0.06 22,848,122 10.15 231.9 74.7 The shareholders of the Company approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “Second Charter Amendment”) at the August 3, 2023 shareholders meeting, changing the structure and cost of the Company’s right to extend the Termination Date by up to six (6) one-month Extensions to February 5, 2024, provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day (the “Section Charter Amendment Proposal”). To effect each 1-month Extension, the Company, its sponsor or any of their affiliates or designees must deposit into the Company’s Trust Account with Continental an Extension Payment (after giving effect to redemptions in connection with the approval of the Second Charter Amendment) the lesser of (x) $150,000 or (y) $0.04 per share for each of the Company’s Public Shares outstanding as of the applicable Extended Deadline, unless the closing of the Company’s initial Business Combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. In connection with the approval of the Second Charter Amendment Proposal, the shareholders also approved a proposal to amend the Trust Agreement, pursuant to which the Company’s Trust Agreement with Continental was amended to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial Business Combination to the procedures in the Second Charter Amendment (the “Second Trust Amendment Proposal”) KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 In connection with the approval of the Second Charter Amendment Proposal and the Second Trust Amendment Proposal at the August 3, 2023 Shareholders Meeting, holders of 1,310,929 10.42 13.6 67,819,662 On each of February 9, 2023, March 7, 2023, April 4, 2023, May 9, 2023, June 6, 2023, and July 5, 2023 the Company deposited $ 300,000 150,000 2,550,000 Proposed Business Combination On March 3, 2023, the Company entered into a Business Combination agreement by and among the Company, AIRO Group, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“ParentCo”), Kernel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ParentCo (“Kernel Merger Sub”), AIRO Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ParentCo (“AIRO Merger Sub”), the Company’s Sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative for the Company’s shareholders (the “Seller Representative”), and AIRO Group Holdings, Inc., a Delaware corporation (“AIRO Group Holdings” ), referred to collectively as the Parties (the “Parties”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”), pursuant to which, among other things, the Company will change the Company’s jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication, each Class B ordinary share, par value $ 0.0001 0.0001 0.0001 0.0001 Following the domestication, the parties will effect the merger of Kernel Merger Sub with and into the Company, with the Company continuing as the surviving entity as a wholly owned subsidiary of ParentCo (the “First Merger”). Immediately following the First Merger, AIRO Merger Sub will merge with and into AIRO Group Holdings, with AIRO Group Holdings continuing as the surviving entity as a wholly owned subsidiary of ParentCo (the “Second Merger” and the other transactions contemplated by the Business Combination Agreement, together, the “Transaction”). As consideration for the Second Merger, the holders of AIRO Group Holdings’ securities collectively shall be entitled to receive from ParentCo, in the aggregate, a number of shares of ParentCo common stock with an aggregate value equal to (the “AIRO Merger Consideration”) (a) $770,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds the target net debt of $75,000,000, by more than $500,000 (but not less than zero), plus (e) the amount, if any, by which the target net debt of $75,000,000 exceeds closing net debt, minus (f) the amount, if any, by which the company transaction expenses exceed the target company transaction expenses of $14,000,000 (but not less than zero). In addition, holders of AIRO Group Holdings’ securities shall have the contingent right to receive from ParentCo, in the aggregate, up to 33,000,000 additional shares of ParentCo common stock, and the Sponsor shall have the contingent right to receive up to 3,300,000 shares of ParentCo Common Stock (the “Earnout Shares”). In the event that for any full 12-month period (each an “Earnout Period”) commencing on or after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter following the Closing Date (the “Earnout End Date,” and the period between the Earnout Start Date and the Earnout End Date, the “Earnout Eligibility Period”) ParentCo’s revenue is (i) greater than or equal to $42,600,000 for the first time during the Earnout Eligibility Period, (ii) greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period, and (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then upon the occurrence of each (i), (ii), and (iii), ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s pro rata share of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares. In the event that ParentCo’s EBITDA for any Earnout Period is (x) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period, (y) greater than or equal to $4,000,000 for the first time during the Earnout Eligibility Period and (z) greater than or equal to $98,600,000 for the first time during the Earnout Eligibility Period, then upon the occurrence of each (x), (y), and (z), ParentCo shall issue to each of the stockholders of AIRO Group Holding such stockholder’s pro rata share of 4,400,000 Earnout Shares and the Sponsor shall be issued 440,000 Earnout Shares. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of Kernel and AIRO Group Holdings of the Transaction and the other matters requiring shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been declared effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a Material Adverse Effect with respect to the other party; (viii) the satisfaction of the $5,000,001 minimum net tangible asset test by Kernel; (ix) approval from Nasdaq for the listing of the shares of ParentCo’s common to be issued in connection with the Transaction; and (x) reconstitution of the Post-Closing Board as contemplated under the Business Combination Agreement. In addition, unless waived by AIRO Group Holdings, the obligations of AIRO Group Holdings to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties of Kernel being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers); (ii) Kernel having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Kernel since the date of the Business Combination Agreement which is continuing and uncured; (iv) the replacement of the Replacement Warrants and Replacement Options; (v) at the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment, fifty percent (50%) of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date Finally, unless waived by Kernel, the obligations of Kernel to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties of AIRO Group Holdings being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers); (ii) AIRO Group Holdings having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by them on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to AIRO Group Holdings and its subsidiaries on a consolidated basis since the date of the Business Combination Agreement which is continuing and uncured; (iv) delivery of AIRO’s 2022 Audited Financials within 60 days of the Business Combination Agreement’s signing; (v) the completion of Kernel’s legal due diligence of AIRO Group Holdings and its subsidiaries to Kernel’s reasonable satisfaction; (vi) the replacement of the Replacement Warrants and Replacement Options; and (vii) the aggregate amount of all Indebtedness of the Target Companies due earlier than 180 days after the Closing (less Company cash at Closing) is less than Fifty Million U.S. Dollars ($ 50,000,000 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 On August 29, 2023, the Parties entered into the First Amendment to the Business Combination Agreement (the “First Amendment”). The First Amendment amends the Business Combination Agreement to make certain changes to the earnout provisions to fix the number of Earnout Shares that can be granted in each Earnout Period on a $ 10.00 Risks and Uncertainties The following is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing the Company, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Annual Report on Form 10-K. ● The company has no operating history and no revenues, and investors have no basis on which to evaluate the Company’s ability to achieve its business objective. ● Past performance by the management team or their respective affiliates may not be indicative of future performance of an investment in the Company. ● Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from the Company for cash. ● If the Company seeks shareholder approval of our initial business combination, the Sponsor has agreed to vote in favor of such initial business combination, regardless of how the public shareholders vote. ● The ability of public shareholders to redeem their shares for cash may make the Company’s financial condition unattractive to potential business combination targets, which may make it difficult for the Company to enter into a business combination with a target. ● The requirement that the Company consummate an initial business combination within 36 (or 42, subject to six one-month extensions) months after the closing of its initial public offering may give potential target businesses leverage over the Company in negotiating a business combination and may limit the time the Company has in which to conduct due diligence on potential business combination targets, in particular as the Company approachs its dissolution deadline, which could undermine the Company’s ability to complete our initial business combination on terms that would produce value for its shareholders. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 ● The Company’s search for a business combination, and any target business with which it ultimately consummates a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. ● If the Company seeks shareholder approval of our initial business combination, the Company’s Sponsor, executive officers, directors or their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of the Company’s Class A ordinary shares or public warrants. ● If a shareholder fails to receive notice of the Company’s offer to redeem our public shares in connection with its initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. ● The SEC issued final rules to regulate special purpose acquisition companies that may increase the Company’s costs and the time needed to complete its initial business combination. ● If the net proceeds of the IPO and the sale of the private placement warrants not being held in the Trust Account are insufficient to allow the Company to operate for the 36 months (or 42 months, subject to six one-month extensions) following the closing of the IPO, it could limit the amount available to fund the Company’s search for a target business or businesses and its ability to complete its initial business combination, and the Company will depend on loans from its Sponsor, its affiliates or members of the Company’s management team to fund its search and to complete its initial business combination. ● You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. ● You will not be entitled to protections normally afforded to investors of many other blank check companies. ● The waiver of fees by Citigroup Global Markets Inc. may indicate that they may be unwilling to be associated with the Company’s initial business combination. ● Nasdaq may delist the Company’s securities from its exchange which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions ● If the Company seeks shareholder approval of its initial business combination and the Company does not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of the Company’s Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of the Company’s Class A ordinary shares. ● Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” ● Because the Company instructed Continental Stock Transfer & Trust Company to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or the Company’s liquidation, following such liquidation of investments in the Trust Account, the Company will receive less interest on the funds held in the Trust Account than it would have received had it not liquidated such investments in the Trust Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 ● Subsequent to the Company’s completion of its initial business combination, it may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its securities, which could cause shareholders to lose some or all of their investment. ● If third parties bring claims against the Company, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $ 10.00 ● The Company’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders. ● The Company may not have sufficient funds to satisfy indemnification claims of its directors and executive officers. ● The Company’s warrants are accounted for as liabilities and the changes in value of its warrants could have a material effect on its financial results and thus may have an adverse effect on the market price of its securities. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Going Concern As of December 31, 2023, the Company had approximately $ 804 7,822,239 The Company’s liquidity needs to date have been satisfied through a contribution of $ 25,000 77,000 2,500,000 1,700,000 77,000 Management has determined that the Company has access to funds from the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and Forward Purchase Agreement. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 250,000 Cash and Cash Equivalents The Company co nsiders all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Cash and Investments Held in Trust Account Until February 2023, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. In July 2023, the Company instructed Continental to instead hold the funds in the Trust Account in an interest-bearing demand deposit account. In February 2023, the Company transferred the funds in the Trust Account into cash, and in August 2023, the Company transferred the Trust Account funds back to an interest-bearing demand deposit account. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. For the year ended December 31, 2023, $ 246,225,327 67,819,662 309,234,766 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements”, equals or approximates the carrying amounts represented in the consolidated balance sheets, except for warrant liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each consolidated balance sheet date until exercised. The fair value of warrants issued in connection with the Private Placement has been measured by using the market value of the public warrants. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently has been measured based on the market price at each measurement date when separately listed and traded. The determination of the fair value of the derivative liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company’s public and private warrant liabilities (see Notes 7 and 10) are classified as derivatives in the consolidated balance sheets with changes in the fair value recognized in the statements of operations. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Forward Purchase Agreement (see Note 4) was classified as a derivative in the consolidated balance sheets with changes in the fair value recognized in the statements of operations. Convertible Promissory Notes On March 23, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 600,000 600,000 600,000 10 60,000 On April 4, 2023, Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ 50,000 50,000 50,000 10 5,000 On April 25, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 800,000 800,000 800,000 10 80,000 On December 6, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 250,000 250,000 250,000 10 25,0000 Collectively, the First Polar Fund Convertible Note, the Aesther Healthcare Convertible Note, Second Polar Fund Convertible Note, and Third Polar Fund Convertible Note are referred to as the Convertible Notes. The Company accounted for its Share Rights as equity-classified instruments based on an assessment of the Share Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Share Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Share Rights meet all the requirements for equity classification under ASC 815, including whether the Share Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of Share Rights issuance. Both the Convertible Promissory Note and the Share Rights meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2, “ Debt With Conversion and Other Options 53,191 546,809 4,409 45,591 70,299 729,701 21,441 228,559 1,565,113 134,887 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and presented as other income (expenses) in the statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “ Distinguishing Liabilities from Equity 6,315,949 and 30,475,000 Class A ordinary shares subject to possible redemption, that are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets, respectively. For the year ended December 31, 2023, 24,159,051 Class A ordinary shares were redeemed by shareholders. Under ASC 480-10 S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net (loss) income per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 170,000 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE For the Year Ended For the Year Ended Class A Class B Class A Class B Numerator: Allocation of net (loss) income - basic and diluted $ (4,717,354 ) $ (2,824,082 ) $ 12,524,823 $ 3,131,206 Denominator: Weighted average ordinary shares outstanding, basic and diluted 12,726,377 7,618,750 30,475,000 7,618,750 Basic and diluted net (loss) income per ordinary share $ (0.37 ) $ (0.37 ) $ 0.41 $ 0.41 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Financial Instruments – Credit Losses In January 2023, the Company adopted the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires an entity to utilize a new impairment model known as the current expected credit loss (CECL) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized costs, loans, and available-for-sale debt securities. The adoption of this standard did not have a material effect on the Company’s operating results or financial position as the only securities to which this standard applies are the U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, which the Company deemed to have no credit losses. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On February 5, 2021, the Company consummated its Initial Public Offering of 30,475,000 3,975,000 10.00 304.8 17.4 10.7 24,159,051 Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On November 19, 2020, the Original Sponsor paid an aggregate of $ 25,000 5,750,000 1 for 1.25 forward stock split 5,750,000 7,187,500 75,000 50,000 1 for 1.06 forward stock split 7,187,500 7,618,750 7,493,750 993,750 20 993,750 The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 20 30 150 On December 28, 2022, the Company entered into a purchase agreement with the Original Sponsor, and the New Sponsor, pursuant to which the New Sponsor, or an entity designated by the New Sponsor, will purchase from the Original Sponsor 7,618,750 0.0001 8,750,000 0.0001 1.00 2,000,000 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of 8,750,000 1.00 8.8 On December 28, 2022, the Original Sponsor transferred all Private Placement Warrants to the New Sponsor. Each whole Private Placement Warrant is exercisable for one 11.50 The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 1.00 During the year ended December 31, 2023, the Company entered into loan agreements with the Sponsor (the “Loan Agreements” or “Promissory Notes – related party”). Pursuant to the Loan Agreements, the investors loaned the Sponsor a total of $ 2,500,000 8 2,215,368 Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on Nasdaq through the earlier of consummation of the initial Business Combination or its liquidation, the Company agreed to pay the Sponsor $ 10,000 120,000 120,000 290,000 170,000 In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. For the year ended December 31, 2023 and 2022, the Company did not incur or reimburse any Business Combination costs to the Sponsor or any related party. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Forward Purchase Agreement In February 2023, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) pursuant to which Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP (collectively the “Seller”), intends, but is not obligated, to purchase from the Company up to a maximum of 7,700,000 The Seller will determine in its sole discretion the specific number of Forward Purchase Shares (up to 7,700,000 The Forward Purchase Agreement also provides that the Seller is entitled to registration rights with respect to the Forward Purchase Shares. The proceeds from the sale of the Forward Purchase Shares may be used as part of the consideration to the Company in an initial Business Combination, expenses in connection with an initial Business Combination or for working capital in the post-Business Combination company. These purchases are required to be made regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for an initial Business Combination. The forward purchase shares will be issued only in connection with the closing of an initial Business Combination. The Company accounts for the Forward Purchase Agreement in accordance with the guidance contained in ASC 480-10. Such guidance provides that because the forward purchase agreement does not meet the criteria for equity treatment thereunder, the agreement must be recorded as a liability. Accordingly, the Company classifies the forward purchase agreement as an asset or liability at its fair value. This asset or liability is subject to re-measurement at each consolidated balance sheet date. With each such remeasurement, the asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. On November 27, 2023, the Company, Seller, and AIRO entered into a mutual termination agreement (the “Mutual Termination Agreement”) to terminate the Forward Purchase Agreement. In consideration of the termination of the FPA, ParentCo agreed to issue 50,000 6.3 Pursuant to the Mutual Termination Agreement, in the event that the closing of the Business Combination does not occur or the Company otherwise fails to make the payment of the 50,000 50,000 500,000 50,000 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company considered the guidance under ASC 815, Derivatives and Hedging, and determined the consideration shares payment pursuant to the Mutual Termination Agreement described above met the scope exception within ASC 815-10-15-74. As such, the equity-classified contract was accounted for within equity at fair value as determined on the settlement date. The measurement date fair value of $ 53,100 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5. DEBT The Convertible Promissory Notes are non-interest bearing and are due within five business days from the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Promissory Notes; however, no proceeds from the Trust Account may be used for such repayment if the Company does not consummate the Business Combination. The Convertible Promissory Notes may be converted into Class A Common Stock at one share for each $ 10 The Company complies with ASC Topic 835, “Interest” (“ASC 835”). In accordance with ASC 835-30, discounts to the principal amounts are included in the carrying value of the Notes and amortized to “Interest expense” over the remaining term of the underlying debt to the Convertible Promissory Note’s maturity date. As described in Note 2, on March 23, 2023 the Company entered into the First Polar Fund Convertible Note pursuant to which Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 600,000 800,000 250,000 1,650,000 0 546,809 729,701 228,559 1,370,182 The Company also entered into the Aesther Healthcare Convertible Note on April 4, 2023, pursuant to which Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ 50,000 50,000 0 45,591 45,591 For the year ended December 31, 2023, the amortization of the discount resulted in total interest expense of $ 1,415,773 The following table presents the aggregate of Convertible Promissory Notes as of December 31, 2023: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES Principal value $ 1,700,000 Debt discount (134,887 ) Carrying value $ 1,565,113 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Convertible Promissory Note (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three Underwriting Agreement The Company granted the underwriters a 45 3,975,000 The underwriters were entitled to an underwriting discount of $ 0.20 6.1 0.35 10.7 10,666,250 9,910,904 755,346 Premium Finance Agreement - D&O Insurance In order to obtain a public company directors and officers insurance policy (“D&O Insurance”), the Company entered into two agreements with premium financing lenders, where by the lenders paid the D&O Insurance premium for the company (“Premium Finance Agreements”). If the Company were to not pay the lenders monthly installment payments, the lenders would cancel the D&O Insurance and the remaining D&O Insurance premium would be returned to the lenders. In addition, if the Company were to cancel the D&O Insurance, the remaining D&O Insurance premium would be returned to the lenders. The first Premium Finance Agreement is for $ 350,000 7.5 3,136 35,784 May 28, 2023 210,000 The second Premium Finance Agreement is for $ 194,569 7.5 1,744 19,893 May 28, 2023 116,741 For the year ended December 31, 2023, the total expenses incurred under the Premium Finance Agreements, covering upfront, monthly and interest payments were $ 548,665 545,302 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
WARRANTS | NOTE 7. WARRANTS As of December 31, 2023 and December 31, 2022, the Company had 15,237,500 8,750,000 Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 20 The warrants have an exercise price of $ 11.50 five years 9.20 60 20 9.20 115 18.00 18.00 10.00 180 10.00 10.00 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may call the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 ● if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ 18.00 20 30 The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $ 0.10 30 ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 20 30 ● if the closing price of the Class A ordinary shares for any 20 30 third 18.00 The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 0.361 In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
CLASS A ORDINARY SHARES SUBJECT
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 12 Months Ended |
Dec. 31, 2023 | |
Class Ordinary Shares Subject To Possible Redemption | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 0.0001 one 6,315,949 30,475,000 The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled on the following table: SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Gross proceeds received from Initial Public Offering $ 304,750,000 Less: Fair value of Public Warrants at issuance (23,922,875 ) Offering costs allocated to Class A ordinary shares (16,172,159 ) Plus: Accretion on Class A ordinary shares to redemption value 44,479,800 Class A ordinary shares subject to possible redemption as of December 31, 2022 309,134,799 Accretion on Class A ordinary shares subject to possible redemption (241,415,104 ) Class A ordinary shares subject to possible redemption as of December 31, 2023 $ 67,719,662 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 500,000,000 0.0001 one 24,159,051 6,315,949 30,475,000 Class B Ordinary Shares 7,618,750 Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 one KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: Cash or Deposit Account $ 67,819,662 $ 67,819,662 $ — $ — Liabilities Derivative liability – forward purchase agreement $ — $ — $ — $ — Warrant liability – Public Warrants $ 304,750 $ — $ 304,750 $ — Warrant liability – Private Placement Warrants $ 175,000 $ — $ 175,000 $ — Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 309,234,766 $ 309,234,766 $ — $ — Liabilities Warrant liability – Public Warrants $ 86,854 $ 86,854 $ — $ — Warrant liability – Private Placement Warrants $ 87,500 $ — $ 87,500 $ — Warrant liability 87,500 87,500 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in December 2022, as the Black-Scholes model used historically did not produce a meaningful result, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The estimated fair value of the Public Warrants transferred from a Level 1 fair value measurement to a Level 2 fair value measurement in the second quarter of 2023 due to limited trading activity observed. There were no other transfers during the years ended December 31, 2023 and 2022. Level 1 assets include cash, demand deposit account and investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. For periods where no observable traded price was available, the fair value of the Public Warrants issued in connection with the Initial Public Offering, the Company utilized Black-Scholes Option Pricing Model to estimate the fair value of the private warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, and risk-free interest rate. The Company estimates the volatility based on historical volatility of select peer company’s shares that matches the expected remaining life of the Forward Purchase Agreement. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Forward Purchase Agreement. The expected life of the Forward Purchase Agreement is assumed to be equivalent to their remaining contractual term. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their inception date: SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS Forward Purchase Agreement At June 30, 2023 Exercise price $ 10.39 Stock Price $ 10.49 Time to Business Combination (years) 3.34 Risk-free rate 4.33 % Volatility rate 4.70 % Probability of completing an initial Business Combination 75 % The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date: Forward Purchase Agreement At November 27, 2023 Exercise price $ 10.53 Stock Price 10.62 Time to Business Combination (years) 2.97 Risk-free rate 4.39 % Volatility rate 4.80 % Probability of completing an initial Business Combination 75 % On November 27, 2023, the Company, Seller, and AIRO entered into a mutual termination agreement (the “Mutual Termination Agreement”) to terminate the Forward Purchase Agreement. Refer above to Note 4 for further discussion of the termination. The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Derivative liability - forward purchase agreement at December 31, 2022 $ - Unrealized loss 5,473,232 Fair value as of June 30, 2023 $ 5,473,232 Unrealized loss 788,496 Fair value as of September 30, 2023 $ 6,261,728 Unrealized loss - Fair value as of November 27, 2023, immediately prior to extinguishment $ 6,261,728 Extinguishment of derivative liability - forward purchase agreement (See Note 4) (6,261,728 ) Fair value as of November 27, 2023, upon extinguishment $ - Unrealized loss - Fair value as of December 31, 2023 $ - As discussed in Note 4, the Forward Purchase Agreement was terminated on November 27, 2023 and upon termination, the derivative liability - forward purchase agreement had a fair value of $ 0 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On January 4, 2024, The Company deposited $ 150,000 0.02 On January 16, 2024, the Parties entered into the Second Amendment to the Business Combination Agreement (the “Second Amendment”). The Second Amendment amends the Business Combination Agreement to change the terms under which the AIRO Group Holdings Inc. shareholders and the Sponsor shall have a contingent right to receive the Earnout Shares as additional consideration based on ParentCo’s achievement of certain revenue thresholds. The Second Amendment also amended the termination date pursuant to the original Business Combination agreement, (the “Outside Date”) from August 2, 2023, to August 5, 2024. On February 1, 2024, the Company held an extraordinary general meeting of its shareholders pursuant to due notice (the “Shareholders Meeting”). At the Shareholders Meeting, the Company’s shareholders entitled to vote at the meeting cast their votes and approved a proposal to amend the Trust Agreement to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial Business Combination to the procedures in an amendment to the Company’s Amended and Restated Memorandum and Articles of Association which was also approved by the Company’s shareholders at the meeting. The Charter Amendment allows the Company to extend the Termination Date by up to six (6) one-month extensions to August 5, 2024 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”) provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day. The Shareholders approved the proposal at the meeting (the “Extension Amendment Proposal”) to change the structure and cost of the Company’s right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock repurchase, reorganization or similar Business Combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete such Business Combination, or (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering from February 5, 2024, by up to six (6) one-month extensions to August 5, 2024, provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day. At the Shareholders Meeting, holders of 5,806,608 10.80 62.7 5.5 On February 5, 2024, the Parties entered into the Third Amendment to the Business Combination Agreement (the “Third Amendment”). The Third Amendment amends the Business Combination Agreement amended and removed the previous requirement of the Company to satisfy maintain a minimum of $ 5,000,001 On February 5, 2024 the Company received a notice (the “February 5, 2024 Nasdaq Notice”) from the Listing Qualifications Department of Nasdaq stating that the Company is not in compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more Business Combinations within 36 months of the effectiveness of its initial public offering registration statement. The letter stated that unless the Company requests a hearing before the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s securities on the Nasdaq Capital Market would be suspended at the opening of business on February 14, 2024. The Company requested a hearing before the Panel to request sufficient time to complete the previously disclosed proposed Business Combination with AIRO Group Holdings. The hearing request made pursuant to the Nasdaq Notice resulted in a stay of any suspension or delisting action, pending the hearing. However, there can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with Nasdaq IM-5101-2, and maintain compliance with other Nasdaq listing requirements. On February 23, 2024, three accredited investors agreed to loan the Company an aggregate principal of $ 250,000 100,000 100,000 50,000 250,000 100,000 100,000 50,000 250,000 10 25,000 On March 5, 2024, the Company issued a press release announcing that they have elected to extend the period of time it has to consummate its initial Business Combination by one month from March 5, 2024 to April 5, 2024 (the “Extension”). The Extension is the second of up to six monthly extensions permitted under the Company’s governing documents. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and Forward Purchase Agreement. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 250,000 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company co nsiders all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account Until February 2023, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. In July 2023, the Company instructed Continental to instead hold the funds in the Trust Account in an interest-bearing demand deposit account. In February 2023, the Company transferred the funds in the Trust Account into cash, and in August 2023, the Company transferred the Trust Account funds back to an interest-bearing demand deposit account. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. For the year ended December 31, 2023, $ 246,225,327 67,819,662 309,234,766 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements”, equals or approximates the carrying amounts represented in the consolidated balance sheets, except for warrant liabilities (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each consolidated balance sheet date until exercised. The fair value of warrants issued in connection with the Private Placement has been measured by using the market value of the public warrants. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently has been measured based on the market price at each measurement date when separately listed and traded. The determination of the fair value of the derivative liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company’s public and private warrant liabilities (see Notes 7 and 10) are classified as derivatives in the consolidated balance sheets with changes in the fair value recognized in the statements of operations. KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Forward Purchase Agreement (see Note 4) was classified as a derivative in the consolidated balance sheets with changes in the fair value recognized in the statements of operations. |
Convertible Promissory Notes | Convertible Promissory Notes On March 23, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 600,000 600,000 600,000 10 60,000 On April 4, 2023, Aesther Healthcare Sponsor agreed to loan the Company an aggregate principal of $ 50,000 50,000 50,000 10 5,000 On April 25, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 800,000 800,000 800,000 10 80,000 On December 6, 2023, Polar Multi-Strategy Master Fund agreed to loan the Company an aggregate principal of $ 250,000 250,000 250,000 10 25,0000 Collectively, the First Polar Fund Convertible Note, the Aesther Healthcare Convertible Note, Second Polar Fund Convertible Note, and Third Polar Fund Convertible Note are referred to as the Convertible Notes. The Company accounted for its Share Rights as equity-classified instruments based on an assessment of the Share Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Share Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Share Rights meet all the requirements for equity classification under ASC 815, including whether the Share Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of Share Rights issuance. Both the Convertible Promissory Note and the Share Rights meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2, “ Debt With Conversion and Other Options 53,191 546,809 4,409 45,591 70,299 729,701 21,441 228,559 1,565,113 134,887 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and presented as other income (expenses) in the statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “ Distinguishing Liabilities from Equity 6,315,949 and 30,475,000 Class A ordinary shares subject to possible redemption, that are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets, respectively. For the year ended December 31, 2023, 24,159,051 Class A ordinary shares were redeemed by shareholders. Under ASC 480-10 S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net (Loss) Income per Ordinary Share | Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a Business Combination as the most likely outcome. Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average number of ordinary shares outstanding for the respective period. The calculation of diluted net (loss) income per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 23,987,500 170,000 KERNEL GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE For the Year Ended For the Year Ended Class A Class B Class A Class B Numerator: Allocation of net (loss) income - basic and diluted $ (4,717,354 ) $ (2,824,082 ) $ 12,524,823 $ 3,131,206 Denominator: Weighted average ordinary shares outstanding, basic and diluted 12,726,377 7,618,750 30,475,000 7,618,750 Basic and diluted net (loss) income per ordinary share $ (0.37 ) $ (0.37 ) $ 0.41 $ 0.41 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes”. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Financial Instruments – Credit Losses | Financial Instruments – Credit Losses In January 2023, the Company adopted the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires an entity to utilize a new impairment model known as the current expected credit loss (CECL) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized costs, loans, and available-for-sale debt securities. The adoption of this standard did not have a material effect on the Company’s operating results or financial position as the only securities to which this standard applies are the U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, which the Company deemed to have no credit losses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE | SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE For the Year Ended For the Year Ended Class A Class B Class A Class B Numerator: Allocation of net (loss) income - basic and diluted $ (4,717,354 ) $ (2,824,082 ) $ 12,524,823 $ 3,131,206 Denominator: Weighted average ordinary shares outstanding, basic and diluted 12,726,377 7,618,750 30,475,000 7,618,750 Basic and diluted net (loss) income per ordinary share $ (0.37 ) $ (0.37 ) $ 0.41 $ 0.41 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES | The following table presents the aggregate of Convertible Promissory Notes as of December 31, 2023: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES Principal value $ 1,700,000 Debt discount (134,887 ) Carrying value $ 1,565,113 |
CLASS A ORDINARY SHARES SUBJE_2
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class Ordinary Shares Subject To Possible Redemption | |
SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled on the following table: SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Gross proceeds received from Initial Public Offering $ 304,750,000 Less: Fair value of Public Warrants at issuance (23,922,875 ) Offering costs allocated to Class A ordinary shares (16,172,159 ) Plus: Accretion on Class A ordinary shares to redemption value 44,479,800 Class A ordinary shares subject to possible redemption as of December 31, 2022 309,134,799 Accretion on Class A ordinary shares subject to possible redemption (241,415,104 ) Class A ordinary shares subject to possible redemption as of December 31, 2023 $ 67,719,662 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2023 Assets Investments held in Trust Account: Cash or Deposit Account $ 67,819,662 $ 67,819,662 $ — $ — Liabilities Derivative liability – forward purchase agreement $ — $ — $ — $ — Warrant liability – Public Warrants $ 304,750 $ — $ 304,750 $ — Warrant liability – Private Placement Warrants $ 175,000 $ — $ 175,000 $ — Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 309,234,766 $ 309,234,766 $ — $ — Liabilities Warrant liability – Public Warrants $ 86,854 $ 86,854 $ — $ — Warrant liability – Private Placement Warrants $ 87,500 $ — $ 87,500 $ — Warrant liability 87,500 87,500 |
SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their inception date: SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS Forward Purchase Agreement At June 30, 2023 Exercise price $ 10.39 Stock Price $ 10.49 Time to Business Combination (years) 3.34 Risk-free rate 4.33 % Volatility rate 4.70 % Probability of completing an initial Business Combination 75 % The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date: Forward Purchase Agreement At November 27, 2023 Exercise price $ 10.53 Stock Price 10.62 Time to Business Combination (years) 2.97 Risk-free rate 4.39 % Volatility rate 4.80 % Probability of completing an initial Business Combination 75 % |
SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Derivative liability - forward purchase agreement at December 31, 2022 $ - Unrealized loss 5,473,232 Fair value as of June 30, 2023 $ 5,473,232 Unrealized loss 788,496 Fair value as of September 30, 2023 $ 6,261,728 Unrealized loss - Fair value as of November 27, 2023, immediately prior to extinguishment $ 6,261,728 Extinguishment of derivative liability - forward purchase agreement (See Note 4) (6,261,728 ) Fair value as of November 27, 2023, upon extinguishment $ - Unrealized loss - Fair value as of December 31, 2023 $ - |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND UNCERTAINTIES AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Aug. 03, 2023 | Mar. 03, 2023 | Feb. 03, 2023 | Dec. 28, 2022 | Feb. 05, 2021 | Nov. 19, 2020 | Feb. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 05, 2023 | Nov. 06, 2023 | Oct. 05, 2023 | Sep. 05, 2023 | Aug. 29, 2023 | Jul. 05, 2023 | Jun. 06, 2023 | May 09, 2023 | Apr. 04, 2023 | Mar. 07, 2023 | Feb. 09, 2023 | |
Share price | $ 10 | $ 10 | ||||||||||||||||||
Offering cost | $ 70,000 | |||||||||||||||||||
Deferred underwriting commissions | $ 10,700,000 | |||||||||||||||||||
Share price | $ 0.06 | |||||||||||||||||||
Share issued price per shares | $ 10.42 | |||||||||||||||||||
Capital requirements on trust assets, description | The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act | |||||||||||||||||||
Liquidation preference per share | $ 10 | |||||||||||||||||||
Tangible assets held in trust account | $ 67,819,662 | $ 309,234,766 | ||||||||||||||||||
Share redemption percentage | 15% | |||||||||||||||||||
Public shares subjects to redemptions, descriptions | Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares | |||||||||||||||||||
Share redemption percentage | 100% | |||||||||||||||||||
Percentage of repurchase of ordinary shares | 100% | |||||||||||||||||||
Deposits | $ 150,000 | $ 300,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||
Stock redeemed shares | 1,310,929 | 22,848,122 | ||||||||||||||||||
Share price | $ 10.15 | |||||||||||||||||||
Stock redeemed value | $ 13,600,000 | $ 231,900,000 | $ 246,225,327 | |||||||||||||||||
Payment of redemptions amount | $ 74,700,000 | |||||||||||||||||||
Amendment proposal description | shareholders meeting, changing the structure and cost of the Company’s right to extend the Termination Date by up to six (6) one-month Extensions to February 5, 2024, provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day (the “Section Charter Amendment Proposal”). To effect each 1-month Extension, the Company, its sponsor or any of their affiliates or designees must deposit into the Company’s Trust Account with Continental an Extension Payment (after giving effect to redemptions in connection with the approval of the Second Charter Amendment) the lesser of (x) $150,000 or (y) $0.04 per share for each of the Company’s Public Shares outstanding as of the applicable Extended Deadline, unless the closing of the Company’s initial Business Combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. In connection with the approval of the Second Charter Amendment Proposal, the shareholders also approved a proposal to amend the Trust Agreement, pursuant to which the Company’s Trust Agreement with Continental was amended to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial Business Combination to the procedures in the Second Charter Amendment (the “Second Trust Amendment Proposal”) | |||||||||||||||||||
Payment of redemption | 67,819,662 | |||||||||||||||||||
Cash deposited into the Trust Account | 2,550,000 | |||||||||||||||||||
Aggregate amount of indebtedness | $ 50,000,000 | |||||||||||||||||||
Cash in bank | 804 | |||||||||||||||||||
Working capital deficit | 7,822,239 | |||||||||||||||||||
Contribution from sale of founder shares | 25,000 | |||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||
Proceeds from private placement | 2,500,000 | |||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||
Proceeds from private placement | 1,700,000 | |||||||||||||||||||
Promissory Note [Member] | Original Sponsor [Member] | ||||||||||||||||||||
Repayment to related party | $ 77,000 | 77,000 | ||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Tangible assets held in trust account | 5,000,001 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Deposits interest earned in trust account to pay dissolution expenses | $ 100,000 | |||||||||||||||||||
New Sponsor [Member] | ||||||||||||||||||||
Share issued price per shares | $ 0.0001 | |||||||||||||||||||
Airo Group Holdings [Member] | ||||||||||||||||||||
Business combination description | the holders of AIRO Group Holdings’ securities collectively shall be entitled to receive from ParentCo, in the aggregate, a number of shares of ParentCo common stock with an aggregate value equal to (the “AIRO Merger Consideration”) (a) $770,000,000 minus (b) the amount, if any, by which the net working capital is less than negative $500,000, plus (c) the amount, if any, by which the net working capital exceeds $500,000 (but not less than zero), minus (d) the amount, if any, by which the closing net debt exceeds the target net debt of $75,000,000, by more than $500,000 (but not less than zero), plus (e) the amount, if any, by which the target net debt of $75,000,000 exceeds closing net debt, minus (f) the amount, if any, by which the company transaction expenses exceed the target company transaction expenses of $14,000,000 (but not less than zero). In addition, holders of AIRO Group Holdings’ securities shall have the contingent right to receive from ParentCo, in the aggregate, up to 33,000,000 additional shares of ParentCo common stock, and the Sponsor shall have the contingent right to receive up to 3,300,000 shares of ParentCo Common Stock (the “Earnout Shares”). In the event that for any full 12-month period (each an “Earnout Period”) commencing on or after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter following the Closing Date (the “Earnout End Date,” and the period between the Earnout Start Date and the Earnout End Date, the “Earnout Eligibility Period”) ParentCo’s revenue is (i) greater than or equal to $42,600,000 for the first time during the Earnout Eligibility Period, (ii) greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period, and (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then upon the occurrence of each (i), (ii), and (iii), ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s pro rata share of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares. In the event that ParentCo’s EBITDA for any Earnout Period is (x) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period, (y) greater than or equal to $4,000,000 for the first time during the Earnout Eligibility Period and (z) greater than or equal to $98,600,000 for the first time during the Earnout Eligibility Period, then upon the occurrence of each (x), (y), and (z), ParentCo shall issue to each of the stockholders of AIRO Group Holding such stockholder’s pro rata share of 4,400,000 Earnout Shares and the Sponsor shall be issued 440,000 Earnout Shares. | |||||||||||||||||||
Business combination agreement description | (i) approval of the shareholders of Kernel and AIRO Group Holdings of the Transaction and the other matters requiring shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been declared effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a Material Adverse Effect with respect to the other party; (viii) the satisfaction of the $5,000,001 minimum net tangible asset test by Kernel; (ix) approval from Nasdaq for the listing of the shares of ParentCo’s common to be issued in connection with the Transaction; and (x) reconstitution of the Post-Closing Board as contemplated under the Business Combination Agreement. | |||||||||||||||||||
Business combination receivables description | In addition, unless waived by AIRO Group Holdings, the obligations of AIRO Group Holdings to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Kernel of the Related Agreements (as defined and described in greater detail below), customary certificates and other Closing deliverables: (i) the representations and warranties of Kernel being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to customary exceptions, including materiality qualifiers); (ii) Kernel having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Kernel since the date of the Business Combination Agreement which is continuing and uncured; (iv) the replacement of the Replacement Warrants and Replacement Options; (v) at the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the Trust Account (after giving effect to the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment, fifty percent (50%) of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date | |||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common Class B [Member] | Original Sponsor [Member] | ||||||||||||||||||||
Contribution from sale of founder shares | $ 25,000 | |||||||||||||||||||
Common Class B [Member] | New Sponsor [Member] | ||||||||||||||||||||
Stock issued during period, shares, acquisitions | 7,618,750 | |||||||||||||||||||
Share issued price per shares | $ 0.0001 | |||||||||||||||||||
Common Class B [Member] | Original Sponsor [Member] | ||||||||||||||||||||
Stock issued during period, shares, acquisitions | 2,000,000 | |||||||||||||||||||
Ordinary Class B [Member] | ||||||||||||||||||||
Ordinary shares, par value | 0.0001 | |||||||||||||||||||
Ordinary Class A [Member] | ||||||||||||||||||||
Stock redeemed shares | 24,159,051 | |||||||||||||||||||
Stock redeemed value | $ 24,159,051 | |||||||||||||||||||
Ordinary shares, par value | $ 0.0001 | |||||||||||||||||||
Private Placement Warrants [Member] | New Sponsor [Member] | ||||||||||||||||||||
Stock issued during period, shares, acquisitions | 8,750,000 | |||||||||||||||||||
Sale of stock, price per share | $ 1 | |||||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Sale of stock, number of shares issued in transaction | 30,475,000 | |||||||||||||||||||
Share price | $ 10 | |||||||||||||||||||
Proceeds from issuance initial public offering | $ 304,800,000 | $ 304,750,000 | ||||||||||||||||||
Offering cost | 17,400,000 | |||||||||||||||||||
Deferred underwriting commissions | $ 10,700,000 | |||||||||||||||||||
Share price | $ 10 | |||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||
Sale of stock, number of shares issued in transaction | 3,975,000 | |||||||||||||||||||
Share price | $ 10 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Gross proceeds from issuance of warrants | $ 8,800,000 | |||||||||||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||
Warrants issued (in shares) | 8,750,000 | |||||||||||||||||||
Share price | $ 1 | |||||||||||||||||||
Gross proceeds from issuance of warrants | $ 8,800,000 | |||||||||||||||||||
Share issued price per shares | $ 1 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME PER SHARE OF ORDINARY SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Allocation of net (loss) income - basic | $ (4,717,354) | $ 12,524,823 |
Allocation of net (loss) income - diluted | $ (4,717,354) | $ 12,524,823 |
Weighted average ordinary shares outstanding, basic | 12,726,377 | 30,475,000 |
Weighted average ordinary shares outstanding, diluted | 12,726,377 | 30,475,000 |
Basic, net (loss) income per ordinary share | $ (0.37) | $ 0.41 |
Diluted, net (loss) income per ordinary share | $ (0.37) | $ 0.41 |
Common Class B [Member] | ||
Allocation of net (loss) income - basic | $ (2,824,082) | $ 3,131,206 |
Allocation of net (loss) income - diluted | $ (2,824,082) | $ 3,131,206 |
Weighted average ordinary shares outstanding, basic | 7,618,750 | 7,618,750 |
Weighted average ordinary shares outstanding, diluted | 7,618,750 | 7,618,750 |
Basic, net (loss) income per ordinary share | $ (0.37) | $ 0.41 |
Diluted, net (loss) income per ordinary share | $ (0.37) | $ 0.41 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2023 | Dec. 06, 2023 | Aug. 03, 2023 | Apr. 25, 2023 | Apr. 04, 2023 | Mar. 23, 2023 | Feb. 03, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||||
Cash FDIC insured amount | $ 250,000 | $ 250,000 | |||||||
Cash equivalents | 0 | 0 | $ 0 | ||||||
Redeemed by shareholders | $ 13,600,000 | $ 231,900,000 | 246,225,327 | ||||||
Investments held in Trust Account | 67,819,662 | 67,819,662 | 309,234,766 | ||||||
Per share | $ 10.42 | ||||||||
Debt discount to working capital | 134,887 | 134,887 | |||||||
Carrying values of loan | 1,565,113 | $ 1,565,113 | |||||||
Antidilutive securities | 23,987,500 | ||||||||
Unrecognized tax benefits | 0 | $ 0 | 0 | ||||||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 | ||||||
Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Shares issued | 170,000 | 170,000 | |||||||
Common Class A [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Per share | $ 10 | $ 10 | |||||||
Temporary Equity, Shares Outstanding | 6,315,949 | 6,315,949 | 30,475,000 | ||||||
Common Class A [Member] | IPO [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Temporary Equity, Shares Outstanding | 6,315,949 | 6,315,949 | 30,475,000 | ||||||
Ordinary Class A [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Redeemed by shareholders | $ 24,159,051 | ||||||||
First Polar Fund Convertible Note [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Aggregrate principal | $ 600,000 | ||||||||
Stock issued during period, shares | 600,000 | ||||||||
Outstanding principal | $ 600,000 | ||||||||
Per share | $ 10 | $ 10 | |||||||
Stock issued | 60,000 | ||||||||
Proceeds from working capital loan | $ 53,191 | ||||||||
Debt discount to working capital | $ 546,809 | ||||||||
Aesther Health Care Convertible Note [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Aggregrate principal | $ 50,000 | ||||||||
Stock issued during period, shares | 50,000 | ||||||||
Outstanding principal | $ 50,000 | ||||||||
Per share | 10 | $ 10 | |||||||
Stock issued | 5,000 | ||||||||
Proceeds from working capital loan | $ 4,409 | ||||||||
Debt discount to working capital | $ 45,591 | ||||||||
Second Polar Fund Convertible Note [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Aggregrate principal | $ 800,000 | ||||||||
Stock issued during period, shares | 800,000 | ||||||||
Outstanding principal | $ 800,000 | ||||||||
Per share | $ 10 | $ 10 | |||||||
Stock issued | 80,000 | ||||||||
Proceeds from working capital loan | $ 70,299 | ||||||||
Debt discount to working capital | $ 729,701 | ||||||||
Third Polar Fund Convertible Note [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Aggregrate principal | $ 250,000 | ||||||||
Stock issued during period, shares | 250,000 | ||||||||
Outstanding principal | $ 250,000 | ||||||||
Stock issued | 25 | ||||||||
Additional capital contribution | $ 10 | ||||||||
Proceeds from working capital loan | $ 21,441 | ||||||||
Debt discount to working capital | $ 228,559 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 12 Months Ended | |||||
Aug. 03, 2023 | Feb. 03, 2023 | Feb. 05, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 29, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||
Offering costs | $ 70,000 | |||||
Deferred underwriting commissions | $ 10,700,000 | |||||
Redeemed shares | 1,310,929 | 22,848,122 | ||||
Exercise price of warrant per share | $ 11.50 | |||||
Ordinary Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Redeemed shares | 24,159,051 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 30,475,000 | |||||
Sale of stock, price per share | $ 10 | |||||
Gross proceeds from initial public offering | $ 304,800,000 | $ 304,750,000 | ||||
Offering costs | 17,400,000 | |||||
Deferred underwriting commissions | $ 10,700,000 | |||||
IPO [Member] | Public Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Exercise price of warrant per share | $ 11.50 | |||||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 3,975,000 | |||||
Sale of stock, price per share | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Nov. 27, 2023 | Dec. 28, 2022 | Feb. 05, 2021 | Feb. 02, 2021 | Jan. 11, 2021 | Nov. 19, 2020 | Feb. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 03, 2023 | Feb. 03, 2023 | Feb. 01, 2021 | Jan. 10, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||||
Share price (in dollars per share) | $ 0.06 | ||||||||||||
Share price (in dollars per share) | $ 10.42 | ||||||||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||||||||||
Loan amount drawn | $ 1,700,000 | ||||||||||||
Fees outstanding | 3,729,095 | $ 848,420 | |||||||||||
Accumulated deficit | $ (8,202,751) | $ (13,574,384) | |||||||||||
Mutual Termination Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accumulated deficit | $ 6,300,000 | ||||||||||||
Share payment | 50,000 | ||||||||||||
Transaction expenses | $ 50,000 | ||||||||||||
Payment to seller | 500,000 | ||||||||||||
Measurement date fair value | $ 53,100 | ||||||||||||
Mutual Termination Agreement [Member] | Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares, issued | 50,000 | ||||||||||||
Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Gross proceeds from issuance of warrants | $ 8,800,000 | ||||||||||||
Private Placement Warrants [Member] | Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share price (in dollars per share) | $ 1 | ||||||||||||
Share price (in dollars per share) | $ 1 | ||||||||||||
Warrants issued (in shares) | 8,750,000 | ||||||||||||
Gross proceeds from issuance of warrants | $ 8,800,000 | ||||||||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||||||||||
Holding period for transfer, assignment or sale of warrants | 30 days | ||||||||||||
New Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share price (in dollars per share) | $ 0.0001 | ||||||||||||
New Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 8,750,000 | ||||||||||||
Sale of stock, price per share | $ 1 | ||||||||||||
Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ordinary shares, shares outstanding | 7,618,750 | 7,618,750 | |||||||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20% | ||||||||||||
Common Class B [Member] | New Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 7,618,750 | ||||||||||||
Share price (in dollars per share) | $ 0.0001 | ||||||||||||
Common Class B [Member] | Original Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||
Common Class B [Member] | Founder Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ordinary shares, shares outstanding | 7,618,750 | 7,187,500 | 7,187,500 | 5,750,000 | |||||||||
Shares subject to forfeiture (in shares) | 993,750 | 993,750 | |||||||||||
Common Class B [Member] | Original Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ordinary shares, shares outstanding | 7,493,750 | ||||||||||||
Common Class A [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ordinary shares, shares outstanding | 0 | 0 | |||||||||||
Threshold trading days | 20 days | ||||||||||||
Threshold consecutive trading days | 30 days | ||||||||||||
Share price (in dollars per share) | $ 10 | ||||||||||||
Common Class A [Member] | Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||||||||||||
Common Class A [Member] | Minimum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share price (in dollars per share) | $ 12 | ||||||||||||
Period after initial business combination | 150 days | ||||||||||||
Common Class A [Member] | Maximum [Member] | Forward Purchase Agreement [Member] | Seller [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 7,700,000 | ||||||||||||
Original Sponsor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | ||||||||||||
Investor [Member] | Loan Agreements [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Monthly expenses | $ 2,500,000 | ||||||||||||
Interest rate, stated percentage | 8% | ||||||||||||
Loan amount drawn | $ 2,215,368 | ||||||||||||
Investor [Member] | Administrative Support Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Monthly expenses | 10,000 | ||||||||||||
Investor [Member] | Common Class B [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Reverse stock split | 1 for 1.06 forward stock split | 1 for 1.25 forward stock split | |||||||||||
Director [Member] | Common Class B [Member] | Founder Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 75,000 | ||||||||||||
Advisor [Member] | Common Class B [Member] | Founder Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 50,000 | ||||||||||||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loans that can be converted into Warrants at lenders' discretion | $ 1,500,000 | ||||||||||||
Conversion price (in dollars per share) | $ 1 | ||||||||||||
Related Party [Member] | Administrative Support Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Fees incurred | $ 120,000 | $ 120,000 | |||||||||||
Fees outstanding | $ 290,000 | $ 170,000 | |||||||||||
Other Affiliates [Member] | Mutual Termination Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payment to seller | $ 50,000 |
SCHEDULE OF CONVERTIBLE PROMISS
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Principal value | $ 1,700,000 | |
Debt discount | (134,887) | |
Carrying value | $ 1,565,113 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 06, 2023 | Apr. 25, 2023 | Mar. 23, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 03, 2023 | |
Short-Term Debt [Line Items] | ||||||
Share issued price per shares | $ 10.42 | |||||
Principal amount | $ 1,700,000 | |||||
Debt discount | 1,415,773 | |||||
Interest expense | 4,880 | |||||
Aesther Healthcare Sponsor [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Aggregrate principal | 50,000 | |||||
Polar Multi Strategy Master Fund [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 1,370,182 | |||||
First Polar Fund Convertible Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Share issued price per shares | $ 10 | |||||
Aggregrate principal | $ 600,000 | |||||
First Polar Fund Convertible Note [Member] | Polar Multi Strategy Master Fund [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 600,000 | |||||
Second Polar Fund Convertible Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Share issued price per shares | $ 10 | |||||
Aggregrate principal | $ 800,000 | |||||
Second Polar Fund Convertible Note [Member] | Polar Multi Strategy Master Fund [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 800,000 | |||||
Third Polar Fund Convertible Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Aggregrate principal | $ 250,000 | |||||
Third Polar Fund Convertible Note [Member] | Polar Multi Strategy Master Fund [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 250,000 | |||||
First Polar Fund Convertible Promissory Note [Member] | Polar Multi Strategy Master Fund [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Outstanding balance, amount | $ 1,650,000 | 0 | ||||
Debt discount | 546,809 | |||||
Second Polar Fund Convertible Promissory Note [Member] | Polar Multi Strategy Master Fund [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Outstanding balance, amount | 1,650,000 | 0 | ||||
Debt discount | 729,701 | |||||
Third Polar Fund Convertible Promissory Note [Member] | Polar Multi Strategy Master Fund [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Outstanding balance, amount | 1,650,000 | 0 | ||||
Debt discount | 228,559 | |||||
Convertible Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | 1,415,773 | |||||
Convertible Promissory Note [Member] | Aesther Healthcare [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Outstanding balance, amount | 50,000 | $ 0 | ||||
Debt discount | 45,591 | |||||
Interest expense | $ 45,591 | |||||
Common Class A [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Share issued price per shares | $ 10 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | |||||
May 24, 2023 USD ($) | Feb. 28, 2023 | Feb. 05, 2021 USD ($) Demand $ / shares shares | Dec. 31, 2023 USD ($) | Mar. 27, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Term of option for underwriters to purchase additional units to cover over-allotments | 45 days | |||||
Additional Units that can be purchased to cover over-allotments, shares | shares | 3,975,000 | |||||
Underwriting discount per share | $ / shares | $ 0.20 | |||||
Underwriting discount | $ 6,100,000 | |||||
Deferred underwriting commissions per Unit | $ / shares | $ 0.35 | |||||
Deferred underwriting commissions | $ 10,700,000 | |||||
Waived fee | $ 10,666,250 | |||||
Decrease in common stock subject to redemption | 9,910,904 | |||||
Gain on waiver of deferred commission | $ 755,346 | |||||
Accrued interest | $ 50,615 | $ 1,949,715 | ||||
Loan amount drawn | 1,700,000 | |||||
First Premium Finance Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Accrued interest | $ 350,000 | |||||
Debt instrument interest rate | 7.50% | |||||
Loan amount drawn | $ 3,136 | |||||
Debt instrument periodic payment | 35,784 | |||||
Debt instrument maturity date | May 28, 2023 | |||||
Upfront payment | $ 210,000 | |||||
Second Premium Finance Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Accrued interest | $ 194,569 | |||||
Debt instrument interest rate | 7.50% | |||||
Loan amount drawn | $ 1,744 | |||||
Debt instrument periodic payment | 19,893 | |||||
Debt instrument maturity date | May 28, 2023 | |||||
Upfront payment | $ 116,741 | |||||
Lease payments | 545,302 | |||||
Finance Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Interest costs incurred | $ 548,665 | |||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of demands eligible security holder can make | Demand | 3 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 03, 2023 | Dec. 31, 2022 | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | ||
Period to file registration statement after initial Business Combination | 20 days | ||
Exercise price of warrant per share | $ 11.50 | ||
Share price per share | $ 0.06 | ||
Threshold trigger price for redemption of warrants per share | $ 10 | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Percentage multiplier | 180% | ||
Warrant redemption price (in dollars per share) | $ 0.01 | ||
Notice period to redeem warrants | 30 days | ||
Threshold trading days | 30 days | ||
Redemption period | 30 days | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Warrant redemption price (in dollars per share) | $ 0.10 | ||
Threshold consecutive trading days | 3 days | ||
Notice period to redeem warrants | 30 days | ||
Threshold trading days | 30 days | ||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Percentage multiplier | 115% | ||
Warrant redemption price (in dollars per share) | $ 18 | ||
Common Class A [Member] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Threshold trading days | 20 days | ||
Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Trading day period to calculate volume weighted average trading price | 10 days | ||
Common Class A [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Trading day period to calculate volume weighted average trading price | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Threshold trading days | 20 days | ||
Maximum [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Number of shares issued upon exercise of each warrant | 0.361 | ||
Maximum [Member] | Common Class A [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Share price per share | $ 9.20 | ||
Minimum [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | ||
Minimum [Member] | Common Class A [Member] | |||
Share price per share | $ 12 | ||
Minimum [Member] | Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Share price per share | 18 | ||
Minimum [Member] | Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Share price per share | $ 10 | ||
Public Warrants [Member] | |||
Warrants outstanding | 15,237,500 | 15,237,500 | |
Expiration period of warrants | 5 years | ||
Private Placement Warrants [Member] | |||
Warrants outstanding | 8,750,000 | 8,750,000 |
SCHEDULE OF CLASS A ORDINARY SH
SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 12 Months Ended | ||
Feb. 05, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Remeasurement of carrying value to redemption value | $ (305,396) | $ 12,299,146 | |
Class A ordinary shares subject to possible redemption,beginning | 309,134,766 | ||
Class A ordinary shares subject to possible redemption,ending | 67,719,662 | 309,134,766 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class A ordinary shares subject to possible redemption,beginning | $ 304,800,000 | 304,750,000 | |
Remeasurement of carrying value to redemption value | (23,922,875) | ||
Derecognition of deferred underwriting fee payable allocated to Class A common shares | (16,172,159) | ||
Remeasurement of carrying value to redemption value | 44,479,800 | ||
Class A ordinary shares subject to possible redemption,beginning | 309,134,799 | ||
Remeasurement of carrying value to redemption value | (241,415,104) | ||
Class A ordinary shares subject to possible redemption,ending | $ 67,719,662 | $ 309,134,799 |
CLASS A ORDINARY SHARES SUBJE_3
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details Narrative) - Common Class A [Member] | 12 Months Ended | |
Dec. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Class A ordinary shares, shares subject to possible redemption, outstanding, shares | 6,315,949 | 30,475,000 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Vote $ / shares shares | Mar. 03, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | |||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |
Preference shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Preference shares, shares outstanding | 0 | 0 | |
Preference shares, shares outstanding | 0 | 0 | |
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | ||
Stock conversion basis of Class B to Class A ordinary shares at time of initial Business Combination | 1 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | |
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Ordinary shares redeemed | $ | $ 24,159,051 | ||
Class A ordinary shares, shares subject to possible redemption, outstanding | 6,315,949 | 30,475,000 | |
Ordinary shares, shares issued | 0 | 0 | |
Ordinary shares, shares outstanding | 0 | 0 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | |
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 7,618,750 | 7,618,750 | |
Ordinary shares, shares outstanding | 7,618,750 | 7,618,750 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and investments held in Trust Account | $ 67,819,662 | $ 309,234,766 |
Fair Value, Recurring [Member] | ||
Assets | ||
Cash and investments held in Trust Account | 67,819,662 | |
Liabilities | ||
Money market funds | 309,234,766 | |
Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] | ||
Liabilities | ||
Warrant liability | ||
Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 304,750 | 86,854 |
Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 175,000 | 87,500 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash and investments held in Trust Account | 67,819,662 | |
Liabilities | ||
Money market funds | 309,234,766 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Forward Purchase Agreement [Member] | ||
Liabilities | ||
Warrant liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 86,854 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash and investments held in Trust Account | ||
Liabilities | ||
Money market funds | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Forward Purchase Agreement [Member] | ||
Liabilities | ||
Warrant liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | 304,750 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability | 175,000 | 87,500 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash and investments held in Trust Account | ||
Liabilities | ||
Money market funds | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Forward Purchase Agreement [Member] | ||
Liabilities | ||
Warrant liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | ||
Liabilities | ||
Warrant liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities | ||
Warrant liability |
SCHEDULE OF LEVEL 3 FAIR VALUE
SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENT INPUTS (Details) - Warrant [Member] | Nov. 27, 2023 | Jun. 30, 2023 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Time to Business Combination (years) | 2 years 11 months 19 days | 3 years 4 months 2 days |
Measurement Input, Exercise Price [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Measurement input | 10.53 | 10.39 |
Measurement Input, Share Price [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Measurement input | 10.62 | 10.49 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Measurement input | 4.39 | 4.33 |
Measurement Input, Price Volatility [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Measurement input | 4.80 | 4.70 |
Probability Of Completing An Initial Business Combination [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Measurement input | 75 | 75 |
SCHEDULE OF FINANCIAL INSTRUMEN
SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Nov. 27, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||||||
Warrant liabilities beginning balance | $ 6,261,728 | $ 6,261,728 | $ 5,473,232 | |||
Change in fair value unrealized loss | 788,496 | 5,473,232 | ||||
Change in fair value unrealized loss | (788,496) | (5,473,232) | ||||
Warrant liabilities beginning balance | (6,261,728) | (6,261,728) | ||||
Warrant liabilities beginning balance | ||||||
Warrant liabilities ending balance | $ 6,261,728 | $ 6,261,728 | $ 5,473,232 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Dec. 31, 2023 | Nov. 27, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | |||||
Derivative liability - forward purchase agreement | $ 6,261,728 | $ 6,261,728 | $ 5,473,232 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Feb. 01, 2024 | Aug. 03, 2023 | Feb. 03, 2023 | Feb. 23, 2024 | Dec. 31, 2023 | Feb. 05, 2024 | Jan. 04, 2024 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||
Share price | $ 0.06 | |||||||
Stock redeemed shares | 1,310,929 | 22,848,122 | ||||||
RedeemedSharePrice | $ 10.15 | |||||||
Stock redeemed value | $ 13,600,000 | $ 231,900,000 | $ 246,225,327 | |||||
Payment of redemptions amount | $ 74,700,000 | |||||||
Tangible assets held in trust account | 67,819,662 | $ 309,234,766 | ||||||
Proceeds from Issuance of Common Stock | 25,000 | |||||||
Minimum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Tangible assets held in trust account | $ 5,000,001 | |||||||
Minimum [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price | $ 12 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Deposit | $ 150,000 | |||||||
Share price | $ 0.02 | |||||||
Subsequent event description | the Company’s right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock repurchase, reorganization or similar Business Combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete such Business Combination, or (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering from February 5, 2024, by up to six (6) one-month extensions to August 5, 2024, provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline will be automatically extended to the next succeeding business day. | |||||||
Stock redeemed shares | 5,806,608 | |||||||
RedeemedSharePrice | $ 10.80 | |||||||
Stock redeemed value | $ 62,700,000 | |||||||
Payment of redemptions amount | $ 5,500,000 | |||||||
Debt Instrument, Issued, Principal | $ 250,000 | |||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 250,000 | |||||||
Business Combination, Consideration Transferred | $ 250,000 | |||||||
Proceeds from Issuance of Common Stock | $ 10 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,000 | |||||||
Subsequent Event [Member] | One Accredited Investors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 100,000 | |||||||
Subsequent Event [Member] | One Accredited Investors [Member] | February Two Thousand Twenty Four Convertible Promissory Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Notes Payable | $ 100,000 | |||||||
Subsequent Event [Member] | Two Accredited Investors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 100,000 | |||||||
Subsequent Event [Member] | Two Accredited Investors [Member] | February Two Thousand Twenty Four Convertible Promissory Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Notes Payable | $ 100,000 | |||||||
Subsequent Event [Member] | Three Accredited Investors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 50,000 | |||||||
Subsequent Event [Member] | Three Accredited Investors [Member] | February Two Thousand Twenty Four Convertible Promissory Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Notes Payable | $ 50,000 | |||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Tangible assets held in trust account | $ 5,000,001 |