AIRO Group Holdings, Inc. (“AIRO”) a global mid-market aerospace
and defense company, and Kernel Group Holdings, Inc. (NASDAQ:
KRNLU, KRNL, KRNLW) (“Kernel”), are pleased to announce that the
proxy/registration statement on Form S-4 filed by AIRO Group, Inc.
with the U.S. Securities and Exchange Commission in connection with
AIRO and Kernel’s business combination (the “Transaction”) was
declared effective by the SEC on July 9, 2024, paving the path
toward public listing on Nasdaq.
AIRO closed its 2023 books with triple-digit
revenue growth over the same period a year earlier. The company’s
revenue totaled over $43M in 2023, reflecting a substantial growth
of 153% compared to the preceding year.
AIRO’s Electric Air Mobility division pushed
into 2024 with considerable momentum, with orders for the company
brand, Jaunt Journey, eVTOL totaling over $1.1B from notable
operators such as BLADE India, Redwings, Flapper, MintAir, and
more, as well as strong supplier partnerships that bolster the
Journey’s certification efforts with Transport Canada. “With the
SEC’s clearance we’ve set in motion the next phase of AIRO’s
Electric Air Mobility division, the continued development,
certification and distribution of the Jaunt Journey, its military,
cargo and hybrid variants, and the infrastructure necessary to put
quiet, safe, reliable eVTOL transportation firmly into the global
market,” said Jaunt Air Mobility CEO / AIRO Group SVP and General
Manager, Electric Air Mobility Division, Martin Peryea.
The Uncrewed Air Systems division saw
unprecedented revenue growth of 637%, attaining nearly $28M in
revenues during 2023, due in large part to its military drone
equipment and services sales. According to AIRO’s CEO, Joe Burns,
“The growth we’ve seen over the past year is merely the beginning -
we expect to further accelerate and continue ramping up production
capacity through 2024 and beyond. The demand for our systems is on
a global ascent, serving as true force multipliers in challenging
operational landscapes. Our passionate team is committed to Making
the World Better from Above – safer, more secure, more accessible,
and greener.”
“The strength of this company is its diversified
portfolio of products and services,” said AIRO Chairman, Dr.
Chirinjeev Kathuria. “Being cleared to go effective by the SEC is a
big step for AIRO as we bring an ecosystem of aerospace and defense
solutions to the markets where they’re needed most. Whether it’s
drones and training programs for military and civilian missions, or
the partnerships we’re forging with other industry leading
companies, the team is committed to growing AIRO into what’s been
missing from the marketplace - a publicly traded mid-market global
company that’s nimble, diversified and committed to its clients,
shareholders, and employees.”
“Kernel and AIRO have forged an important
alliance, bringing the investment prowess of Kernel and the
momentum of AIRO’s portfolio into the upcoming merger. The timing
is amazing for the closing of the business combination.” said
Kernel Chairman and CEO, Suren Ajjarapu. “AIRO’s sizeable backlog
and triple-digit growth makes us very optimistic about our future
together.”
For more detailed information, please see AIRO
Group’s latest publicly filed presentation:
https://www.sec.gov/Archives/edgar/data/1832950/000149315224021648/ex99-1.htm
About AIRO
AIRO is a mid-market aerospace and defense
company with offices in the US, Canada and the EU, focused on
advanced aerospace and defense technology convergence. AIRO
provides innovative, industry-leading products and services through
the strength of its four synergistic divisions: Advanced Avionics,
Electric Air Mobility, Uncrewed Air Systems, and Training.
Well-known AIRO company brands include Jaunt Air Mobility,
Sky-Watch, Aspen Avionics, and Coastal Defense. To learn more,
visit: www.theairogroup.com
About Kernel (KRNL)
Kernel is a special purpose acquisition company
formed for the purpose of effecting a merger, stock purchase or
similar business combination with a business in the Commerce
Enablement, Logistics Technologies, Marketplaces and Services
space. The team is composed of seasoned executives with a unique
combination of experiences in wholesale and retail, logistics,
distribution, technology development and transformation. To
learn more, visit: www.kernelspac.com
Media and investor contact:
media@theairogroup.com / IR@theairogroup.com for Dan Johnson, AIRO,
and Joe Burns, AIRO.
Additional Information and Where to Find It
For additional information on the proposed
Transaction, see Kernel’s Current Report on Form 8-K, filed with
the SEC on March 6, 2023. In connection with the Transaction, AIRO
Group, Inc. filed with the SEC a registration statement on Form
S-4, which includes a document that serves as a proxy statement of
Kernel, relating to the proposed Transaction. This communication is
not intended to be, and is not, a substitute for the proxy
statement or any other document that Kernel or AIRO Group, Inc. has
filed or may file with the SEC in connection with the proposed
Transaction. Kernel’s shareholders and other interested persons are
advised to read the preliminary proxy statement and the amendments
thereto, the definitive proxy statement and documents incorporated
by reference therein filed in connection with the proposed
Transaction, as these materials will contain important information
about AIRO Group, Inc., Kernel, AIRO, and the proposed Transaction.
The definitive proxy statement/prospectus and other relevant
materials for the proposed Transaction were mailed to shareholders
of Kernel as of July 10, 2024 for voting on the proposed
Transaction. Before making any voting or investment decision,
investors and shareholders of Kernel are urged to carefully read
the entire proxy statement and any other relevant documents filed
with the SEC, as well as any amendments or supplements to these
documents, because they contain important information about the
proposed Transaction. Kernel investors and shareholders are able to
obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, at the SEC’s website at www.sec.gov, or by
directing a request to: Kernel Group Holdings, Inc., 515 Madison
Avenue, Suite 8078, New York, NY 10022, Attention: Mr. Suren
Ajjarapu.
Participants in the Solicitation
Kernel, AIRO, and their respective directors,
executive officers, other members of management and employees may
be deemed participants in the solicitation of proxies from Kernel’s
shareholders with respect to the Transaction. Investors and
security holders may obtain more detailed information regarding the
names and interests in the Transaction of Kernels’ directors and
officers in Kernel’s and AIRO Group, Inc.’s filings with the SEC,
including the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, amendments and supplements
thereto, and other documents filed with the SEC.
No Offer or Solicitation
This press release is not a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Transaction and will not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor will there be any sale of securities in any states
or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking Statements
This press release contains certain statements
that are not historical facts and are forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed Transaction between AIRO Group, Inc., Kernel and AIRO,
including without limitation statements regarding the anticipated
benefits of the proposed Transaction, the anticipated timing of the
proposed Transaction, the implied enterprise value, future
financial condition and performance of AIRO and the combined
company after the closing and expected financial impacts of the
proposed Transaction, the satisfaction of closing conditions to the
proposed Transaction, the level of redemptions of Kernel’s public
shareholders and the products and markets and expected future
performance and market opportunities of AIRO. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “think,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “seeks,”
“may,” “should,” “will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties.
These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this communication, including but not limited to: (i)
the risk that the proposed Transaction may not be completed in a
timely manner or at all, which may adversely affect the price of
Kernel's securities; (ii) the risk that the proposed Transaction
may not be completed by Kernel’s business combination deadline;
(iii) the failure to satisfy the conditions to the consummation of
the proposed Transaction, including the approval of the Agreement
and Plan of Merger by the shareholders of Kernel, the satisfaction
of the minimum cash at closing requirements and the receipt of
certain governmental, regulatory and third party approvals; (iv)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Agreement and Plan of
Merger; (v) the failure to achieve the minimum amount of cash
available following any redemptions by Kernel’s shareholders; (vi)
redemptions exceeding anticipated levels or the failure to meet The
Nasdaq Capital Market's initial listing standards in connection
with the consummation of the proposed Transaction; (vii) the effect
of the announcement or pendency of the proposed Transaction on
AIRO’s business relationships, operating results, and business
generally; (viii) risks that the proposed Transaction disrupts
current plans and operations of AIRO; (ix) the outcome of any legal
proceedings that may be instituted against AIRO or against Kernel
related to the Agreement and Plan of Merger or the proposed
Transaction; (x) changes in the markets in which AIRO competes,
including with respect to its competitive landscape, technology
evolution, or regulatory changes; (xi) changes in domestic and
global general economic conditions; (xii) risk that AIRO may not be
able to execute its growth strategies; (xiii) risks related to the
ongoing COVID-19 pandemic and response, including supply chain
disruptions; (xiv) risk that AIRO may not be able to develop and
maintain effective internal controls; (xv) costs related to the
proposed Transaction and the failure to realize anticipated
benefits of the proposed Transaction or to realize estimated pro
forma results and underlying assumptions, including with respect to
estimated shareholder redemptions; (xvi) the ability to recognize
the anticipated benefits of the proposed Transaction and to achieve
its commercialization and development plans, and identify and
realize additional opportunities, which may be affected by, among
other things, competition, the ability of AIRO to grow and manage
growth economically and hire and retain key employees; (xvii) the
risk that AIRO may fail to keep pace with rapid technological
developments to provide new and innovative products and services or
make substantial investments in unsuccessful new products and
services; (xviii) the risk that AIRO will need to raise additional
capital to execute its business plan, which may not be available on
acceptable terms or at all; (xix) the risk that AIRO,
post-combination, experiences difficulties in managing its growth
and expanding operations; (xx) the risk of product liability or
regulatory lawsuits or proceedings relating to AIRO’s business;
(xxi) the risk of cyber security or foreign exchange losses; (xxii)
the risk that AIRO is unable to secure or protect its intellectual
property; and (xxiii) those factors discussed in AIRO Group, Inc.’s
filings with the SEC and that that will be contained in the proxy
statement/prospectus relating to the proposed Transaction.
The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other
risks and uncertainties that will be described in the “Risk
Factors” section of the preliminary proxy statement/prospectus and
the amendments thereto, the definitive proxy statement, and other
documents to be filed by AIRO Group, Inc. from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and while AIRO Group, Inc., AIRO and
Kernel may elect to update these forward-looking statements at some
point in the future, they assume no obligation to update or revise
these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
applicable law. Neither AIRO Group, Inc., AIRO nor Kernel gives any
assurance that AIRO Group, Inc., AIRO or Kernel will achieve its
expectations. These forward-looking statements should not be relied
upon as representing AIRO Group, Inc.’s, Kernel’s or AIRO’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Contacthd@kernelcap.com
Kernel (NASDAQ:KRNLU)
과거 데이터 주식 차트
부터 9월(9) 2024 으로 10월(10) 2024
Kernel (NASDAQ:KRNLU)
과거 데이터 주식 차트
부터 10월(10) 2023 으로 10월(10) 2024