VKSS Capital, LLC - Dec 28, 2022 Form 3 Insider Report for Kernel Group Holdings, Inc. (KRNL)

Role
10% Owner
Signature
/s/ VKSS Capital, LLC, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney
Stock symbol
KRNL
Transactions as of
Dec 28, 2022
Transactions value $
$0
Form type
3
Date filed
3/28/2023, 12:17 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding KRNL Class B Ordinary Shares Dec 28, 2022 Class A Ordinary Shares 7.62M Direct F1, F2
holding KRNL Warrants Dec 28, 2022 Class A Ordinary Shares 8.75M $1.00 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the issuer's registration statement on Form S-1 (File No. 333-252105) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2 This Form 3 is being filed by VKSS Capital, LLC, the sponsor of the issuer (the "Sponsor"). Surendra Ajjarapu, the issuer's director and Chief Executive Officer is the manager of the Sponsor. Mr. Ajjarapu may be deemed to beneficially own shares held by the Sponsor by virtue of his control over the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the Class B ordinary shares held by the Sponsor, except to the extent of his respective pecuniary interest.
F3 Each warrant will become exercisable on the later of 12 months from the closing of the Issuer's initial public offering and 30 days the date of completion of the Issuer's initial business combination. Each warrant will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.