SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kernel Capital Holdings, LLC

(Last)

(First)

(Middle)

2 ROUSSEAU STREET

(Street)

SAN FRANCISCO

94112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kernel Group Holdings, Inc. [ KRNL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B ordinary shares	⁽¹⁾	12/28/2022		S			7,493,750	⁽¹⁾	⁽¹⁾	Class A ordinary shares	7,493,750	⁽²⁾	0	D⁽³⁾

1. Name and Address of Reporting Person^*

Kernel Capital Holdings, LLC

(Last)

(First)

(Middle)

2 ROUSSEAU STREET

(Street)

SAN FRANCISCO

94112

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Northart Brett

(Last)

(First)

(Middle)

2 ROUSSEAU STREET

(Street)

SAN FRANCISCO

94112

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gross Mark

(Last)

(First)

(Middle)

2 ROUSSEAU STREET

(Street)

SAN FRANCISCO

94112

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Tondon Rakesh

(Last)

(First)

(Middle)

2 ROUSSEAU STREET

(Street)

SAN FRANCISCO

94112

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

	Kernel Capital Holdings, LLC /s/ Rakesh Tondon By: Rakesh Tondon Title: Chief Financial Officer	01/03/2023
	/s/ Rakesh Tondon as attorney in fact for Brett Northart	01/03/2023
	/s/ Rakesh Tondon as attorney in fact for Mark Gross	01/03/2023
	/s/ Rakesh Tondon	01/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Kernel Capital Holdings, Llc