Kernel Group shareholders approve charter/trust amendments; first extension to Sept 5, 2023; $13.7M redeemed

Kernel Group Holdings, Inc.

Shareholders approved charter amendment allowing up to six 1-month extensions, first to Sept 5, 2023.
Company deposited $150k into trust for first extension; new extension requires $150k or $0.04 per share.
Holders of 1,310,929 public shares redeemed at ~$10.44/share; aggregate $13.7M paid from trust.
After redemptions, trust account balance ~$65.9M; 6,315,949 public shares remain outstanding.
Voting: 13,088,532 For, 476,104 Against each proposal; adjournment not needed.

item 1.01 item 5.03 item 2.03 item 3.03 item 5.07 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Kernel Group Holdings, Inc.: Amendment to the Amended and Restated Memorandum and Articles of Association to extend the termination date by up to six one-month extensions to February 5, 2024, with associated extension payments (effective 2023-08-03).

Change: charter amendment
Effective: 2023-08-03

Exact text from the filing

The shareholders of the Company approved the Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “ Charter Amendment ”) at the August 3, 2023 Shareholders Meeting, changing the structure and cost of the Company’s right to extend the date (the “ Termination 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% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that closed on February 5, 2021 (the “ IPO ”) which is currently August 5, 2023 unless extended. The Charter Amendment allows the Company to extend the Termination Date by up to six (6) one-month extensions to February 5, 2024

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Kernel Group Holdings, Inc. amended Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Trust Agreement amended to extend liquidation date procedures (effective 2023-08-03).

Action: amendment
Counterparty: Continental Stock Transfer & Trust Company
Value: Trust Agreement amended to extend liquidation date procedures
Effective: 2023-08-03

Exact text from the filing

At the Shareholders Meeting, the Company's shareholders entitle 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 and which is described under

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Kernel Group Holdings, Inc. shareholders approved Trust Amendment Proposal at the 2023-08-03 meeting.

Outcome: passed
Meeting: 2023-08-03

Exact text from the filing

The Shareholders approved the proposal to amend the Company’s Trust Agreement with Continental (the “ Trust Amendment Proposal ”), 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 Charter Amendment approved in the Extension Amendment Proposal The following is a tabulation of the voting results: Ordinary Shares: Votes For Votes Against Abstentions Broker Non-Votes 13,088,532 476,104 – –

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Kernel Group Holdings, Inc. shareholders approved Extension Amendment Proposal at the 2023-08-03 meeting.

Outcome: passed
Meeting: 2023-08-03

Exact text from the filing

The Shareholders approved the proposal (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 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% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s IPO from August 5, 2023 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 following is a tabulation of the voting results: Ordinary Shares: Votes For Votes Against Abstentions Broker Non-Votes 13,088,532 476,104 – –

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Source: SEC EDGAR

accession 0001493152-23-026768

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