Kernel Capital Holdings, LLC - 28 Dec 2022 Form 4 Insider Report for Kernel Group Holdings, Inc.

Footnote 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.

Footnote F2

In exchange for the reported securities, the Reporting Persons received the "Purchase Price" and additional consideration (contingent upon closing of the issuer's initial business combination) as defined and set forth in the Form 8-K filed by the issuer with respect to the transactions reported herein. In connection with the reported transactions, each of Brett Northart, Mark Gross and Rakesh Tondon resigned from the issuer's board of directors and from their respective officer positions and, accordingly, cease to be reporting persons for purposes of Section 16.

Footnote F3

The reported securities were directly held by Kernel Capital Holdings, LLC (the "Sponsor"). Brett Northart, Mark Gross and Rakesh Tondon control the Sponsor, and as such, share voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor, provided that, they each disclaim beneficial ownership of the securities reported hereby except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission by any of the foregoing of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.