0001474506-23-000127.txt : 20230328 0001474506-23-000127.hdr.sgml : 20230328 20230328121757 ACCESSION NUMBER: 0001474506-23-000127 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221228 FILED AS OF DATE: 20230328 DATE AS OF CHANGE: 20230328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VKSS Capital, LLC CENTRAL INDEX KEY: 0001970396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39983 FILM NUMBER: 23767598 BUSINESS ADDRESS: STREET 1: 515 MADISON AVENUE STREET 2: SUITE 865 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 908-2658 MAIL ADDRESS: STREET 1: 515 MADISON AVENUE STREET 2: SUITE 865 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kernel Group Holdings, Inc. CENTRAL INDEX KEY: 0001832950 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 515 MADISON AVENUE STREET 2: 8TH FLOOR - SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 415-404-6356 MAIL ADDRESS: STREET 1: 515 MADISON AVENUE STREET 2: 8TH FLOOR - SUITE 8078 CITY: NEW YORK STATE: NY ZIP: 10022 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2022-12-28 0 0001832950 Kernel Group Holdings, Inc. KRNL 0001970396 VKSS Capital, LLC 515 MADISON AVENUE 8TH FLOOR, SUITE 8133 NEW YORK NY 10022 0 0 0 1 10% Owner Class B Ordinary Shares Class A Ordinary Shares 7618750 D Warrants 1 Class A Ordinary Shares 8750000 D 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. 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. 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. /s/ VKSS Capital, LLC, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney 2023-03-28