Kernel Group Holdings, Inc.: Nasdaq/NYSE listing notice — Kernel Group Holdings Extends Deadline to Aug 2024, Faces Nasdaq Delisting

aq ”) indicating that, unless the Company timely requested 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, due to the Company’s non-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 IPO registration statement. The Company intends to timely request a hearing before the Panel to request sufficient time to complete its previou

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 February 1, 2024 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 February 5, 2024 unless extended.

the Company entered into an Investment Management Trust Agreement, dated February 5, 2021 (the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“ Continental ”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-252105) for the Offering. On February 1, 2024, at 9:00 a.m. ET, the Company held an extraordinary general meeting of its shareholders at https://agm.issuerdirect.com/krnl, 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

Proposal 1- Extension Amendment Proposal 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 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. The following is a tabulation of the voting results: Ordinary Shares: Votes For Votes Against Abstentions Broke

Proposal 2 - Trust Amendment Proposal 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 10,269,930 224,799 – –