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 Kernel Group Holdings, Inc Will Redeem Public Shares

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Kernel Group Holdings, Inc (NASDAQ: KRNLU, KRNL, KRNLW), a special purpose acquisition company, has announced it will redeem all outstanding Class A ordinary shares as of August 5, 2024. The company failed to consummate an initial business combination within the required timeframe. The per-share redemption price will be approximately $10.80, with the trust account balance at about $5.5 million as of July 10, 2024. Following the redemption, the company will cease operations, liquidate, and dissolve. The company's warrants will expire worthless, and its securities will be delisted from the Nasdaq Stock Market.

Kernel Group Holdings, Inc (NASDAQ: KRNLU, KRNL, KRNLW), una società di acquisizione per scopi speciali, ha annunciato che procederà al riscatto di tutte le azioni ordinarie di Classe A a partire dal 5 agosto 2024. L'azienda non è riuscita a completare una combinazione aziendale iniziale entro il termine richiesto. Il prezzo di riscatto per azione sarà di circa 10,80 dollari, con il saldo del conto fiduciario che ammonta a circa 5,5 milioni di dollari al 10 luglio 2024. Dopo il riscatto, la società cesserà le operazioni, liquidandosi e sciogliendosi. I warrant dell'azienda scadranno senza valore e i suoi titoli saranno esclusi dal mercato azionario Nasdaq.

Kernel Group Holdings, Inc (NASDAQ: KRNLU, KRNL, KRNLW), una compañía de adquisición de propósito especial, ha anunciado que redimirá todas las acciones ordinarias Clase A a partir del 5 de agosto de 2024. La empresa no logró llevar a cabo una combinación comercial inicial dentro del plazo requerido. El precio de redención por acción será de aproximadamente 10,80 dólares, con un saldo de cuenta fiduciaria de aproximadamente 5,5 millones de dólares a partir del 10 de julio de 2024. Tras la redención, la empresa cesará operaciones, se liquidará y disolverá. Los warrants de la compañía caducarán sin valor, y sus valores serán excluidos del mercado de valores Nasdaq.

Kernel Group Holdings, Inc (NASDAQ: KRNLU, KRNL, KRNLW)는 특수 목적 인수 회사로서 2024년 8월 5일부터 모든 미결제 클래스 A 보통주를 상환할 것이라고 발표했습니다. 회사는 요구되는 기간 내에 초기 사업 결합을 완료하지 못했습니다. 주당 상환 가격은 약 10.80달러가 될 것이며, 2024년 7월 10일 기준으로 신탁 계좌 잔액은 약 550만 달러입니다. 상환 후, 회사는 운영을 중단하고 청산 및 해산할 것입니다. 회사의 워런트는 무가치로 만료되며, 그 증권은 나스닥 증권 시장에서 상장 폐지됩니다.

Kernel Group Holdings, Inc (NASDAQ: KRNLU, KRNL, KRNLW), une société d'acquisition à but spécial, a annoncé qu'elle procédera au rachat de toutes les actions ordinaires de Classe A à partir du 5 août 2024. L'entreprise n'a pas réussi à conclure une combinaison commerciale initiale dans le délai imparti. Le prix de rachat par action sera d'environ 10,80 dollars, avec un solde de compte fiduciaire d'environ 5,5 millions de dollars au 10 juillet 2024. Suite au rachat, l'entreprise cessera ses opérations, se liquidera et sera dissoute. Les bons de souscription de l'entreprise expireront sans valeur et ses titres seront radiés du marché boursier Nasdaq.

Kernel Group Holdings, Inc (NASDAQ: KRNLU, KRNL, KRNLW), eine Special Purpose Acquisition Company, hat angekündigt, dass sie am 5. August 2024 alle ausstehenden Class A Stammaktien zurückgeben wird. Das Unternehmen konnte eine anfängliche Unternehmenszusammenschluss innerhalb des erforderlichen Zeitrahmens nicht abschließen. Der Rücknahmepreis pro Aktie wird voraussichtlich etwa 10,80 US-Dollar betragen, mit einem Guthaben des Treuhandkontos von etwa 5,5 Millionen US-Dollar zum 10. Juli 2024. Nach der Rückgabe wird das Unternehmen den Betrieb einstellen, liquidieren und aufgelöst werden. Die Warrants des Unternehmens werden wertlos ablaufen und seine Wertpapiere werden vom Nasdaq-Börsenmarkt delisted.

Positive
  • Per-share redemption price of $10.80, providing a return to public shareholders
  • Trust account balance of approximately $5.5 million available for redemption
Negative
  • Failure to consummate an initial business combination
  • Company ceasing operations and dissolving
  • Warrants expiring worthless
  • Delisting from Nasdaq Stock Market

Insights

The redemption of all outstanding Class A ordinary shares by Kernel Group Holdings is a significant event for investors. With a $10.80 per-share redemption price and a trust account balance of approximately $5.5 million, shareholders will receive a return on their initial investment. However, this action signals the company's failure to complete its intended business combination within the required timeframe.

The warrants expiring worthless is a negative outcome for warrant holders. This development underscores the inherent risks in SPAC investments, where the success hinges on finding a suitable acquisition target. The delisting from Nasdaq and termination of securities registration further emphasize the finality of this decision, effectively ending the company's life as a public entity.

The company's decision to redeem shares and dissolve aligns with its legal obligations under its Articles of Association. This process, including the provision for creditor claims and compliance with Cayman Islands law, demonstrates adherence to corporate governance standards. The waiver of redemption rights by initial shareholders is a noteworthy legal point, potentially affecting their financial outcomes differently from public shareholders.

The detailed timeline and process for redemption, including the handling of shares held in "street name," reflects a structured approach to ensure equitable treatment of shareholders. The filing of Form 25 and Form 15 with the SEC represents the final legal steps in terminating the company's status as a publicly traded entity.

This development reflects broader trends in the SPAC market. The inability to find a suitable acquisition target within the specified timeframe is increasingly common, highlighting the challenges faced by SPACs in a competitive and scrutinized market. The redemption at $10.80 per share, slightly above the typical $10 IPO price, suggests minimal value creation, which is consistent with many SPACs that fail to complete a merger.

This outcome may further dampen investor enthusiasm for SPACs, potentially leading to increased scrutiny of SPAC sponsors and their ability to identify viable targets. The market may see a shift towards more stringent due diligence processes and potentially longer search periods for future SPACs to mitigate similar outcomes.

New York, Aug. 05, 2024 (GLOBE NEWSWIRE) -- Kernel Group Holdings, Inc (the “Company”) (NASDAQ: KRNLU, KRNL, KRNLW), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “Public Shares”), effective as of the close of business on August 5, 2024, as the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”).

The Company concluded it would be unable to meet its expectations for quality and long-term return potential by completing an initial business combination by August 5, 2024.

As such, in accordance with the Company’s Articles, the Company will:

cease all operations as of August 5, 2024, except those required to wind up the Company’s business ;
  
as promptly as reasonably possible, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions, if any); and
  
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The per-share redemption price for the public shares will be approximately $10.80 (the “Redemption Amount”). The balance of the Trust Account as of July 10, 2024 was approximately $5.5 million. In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

As of the close of business on August 5, 2024, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Redemption Amount will be payable to the holders of the Public Shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.  

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

Our initial shareholders, including the Company’s Sponsor, have agreed to waive their redemption rights with respect to the outstanding Class A ordinary shares, held by them, and the Class B ordinary shares. After August 5, 2024, the Company shall cease all operations except for those required to wind up the Company’s business.

The Company expects that the Nasdaq Stock Market will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” in the Company’s registration statement on Form S-1 (Registration No. 333-252105), as amended, initially filed with the Commission on January 14, 2021, relating to its initial public offering, annual, quarterly reports and subsequent reports filed with the Commission, as amended from time to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

hd@kernelcap.com


FAQ

What is the redemption price for Kernel Group Holdings (KRNL) shares?

The per-share redemption price for Kernel Group Holdings (KRNL) public shares will be approximately $10.80.

When will Kernel Group Holdings (KRNL) redeem its public shares?

Kernel Group Holdings (KRNL) will redeem all of its outstanding Class A ordinary shares effective as of the close of business on August 5, 2024.

Why is Kernel Group Holdings (KRNL) redeeming its shares and dissolving?

Kernel Group Holdings (KRNL) is redeeming its shares and dissolving because it was unable to consummate an initial business combination within the required time period specified in its Articles of Association.

What will happen to Kernel Group Holdings (KRNL) warrants?

Kernel Group Holdings (KRNL) warrants will expire worthless, with no redemption rights or liquidating distributions.

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