As filed with the United States Securities and Exchange Commission on February 2, 2021 under the Securities Act of 1933, as amended.
No. 333-
file | filename |
---|---|
EX-23.1 - EXHIBIT 23.1 - Kernel Group Holdings, Inc. | nt10017275x11_ex23-1.htm |
EX-5.2 - EXHIBIT 5.2 - Kernel Group Holdings, Inc. | nt10017275x11_ex5-2.htm |
EX-5.1 - EXHIBIT 5.1 - Kernel Group Holdings, Inc. | nt10017275x11_ex5-1.htm |
Cayman Islands (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 98-1567976 (I.R.S. Employer Identification No.) |
Marshall P. Shaffer Peter S. Seligson Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 | | | Alexander D. Lynch, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 |
Large accelerated filer ☐ | | | Accelerated filer ☐ |
Non-accelerated filer ☒ | | | Smaller reporting company ☒ |
| | Emerging growth company ☒ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered | | | Proposed Maximum Offering Price Per Unit(1) | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | Amount of Registration Fee |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) | | | 1,725,000 units | | | $10.00 | | | $17,250,000 | | | $1,882 |
Class A ordinary shares included as part of the units(3) | | | 1,725,000 shares | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the units(3) | | | 862,500 warrants | | | — | | | — | | | —(4) |
Total | | | | | | | $17,250,000 | | | $1,882(5) |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-252105). |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $287,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-252105), which was declared effective by the Securities and Exchange Commission on February 2, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $17,250,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (File No. 333-252105) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement: |
Exhibit No. | | | Description |
| | Opinion of Kirkland & Ellis LLP. | |
| | Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant. | |
| | Consent of WithumSmith+Brown, PC. | |
| | Consent of Kirkland & Ellis LLP (included on Exhibit 5.1). | |
| | Consent of Maples and Calder (included on Exhibit 5.2). | |
| | Power of Attorney (included on signature page to Registrant’s Prior Registration Statement (File No. 333-252105) filed on January 14, 2021. |
| | KERNEL GROUP HOLDINGS, INC. | ||||
| | | | |||
| | By: | | | /s/ Mark Gross | |
| | Name: | | | Mark Gross | |
| | Title: | | | Chief Executive Officer |
Name | | | Position | | | Date |
| | | | |||
/s/ Mark Gross | | | Chief Executive Officer and Director (Principal Executive Officer) | | | February 2, 2021 |
Mark Gross | | |||||
| | | | |||
/s/ Rakesh Tondon | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | February 2, 2021 |
Rakesh Tondon | |