United States securities and exchange commission logo July 21, 2023 Suren Ajjarapu Chief Executive Officer Kernel Group Holdings, Inc. 515 Madison Avenue, Suite 8078 New York, NY 10022 Re: Kernel Group Holdings, Inc. Preliminary Proxy Statement on Schedule 14A Filed July 10, 2023 File No. 001-39983 Dear Suren Ajjarapu: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Andrew M. Tucker, Esq.