Kernel Group Holdings announced today that it has entered into a business combination agreement with AIRO Group Holdings, an air mobility, autonomy & aerospace platform. A new Delaware holding company, AIRO Group, will acquire both Kernel and AIRO at a pro forma enterprise value of approximately $847 million, assuming no redemptions by Kernel stockholders.
If approved, the new company’s stock and warrants are expected to be listed on the Nasdaq under the symbols AIRO and AIROW.
Kernel has signed an agreement for an up to 7.7 million share backstop with Meteora. At the closing of the transaction, Kernel and AIRO will become wholly-owned subsidiaries of a new company. The proposed transaction also includes a contingent earnout payable to the AIRO stockholders and the sponsor.
The deal is expected to be completed in the third quarter.
Kernel in January announced a buyout of the original sponsors, placing the SPAC under new management.
At such time as Kernel might complete a deal, the new sponsor agreed to give 2 million Class B shares to equity holders of the original sponsor. Additionally, the new sponsor and management agreed to pay each of the initial sponsor founders $250,000 and convey 125,000 Class B shares to each for advisor fees.
Kernel in June 2021 was reportedly in talks about a $1 billion deal with Infarm, an Amsterdam-based startup focused on indoor and urban farming. However, those discussions were fruitless.
Kernel raised $265 million in a February 2021 IPO. Read more.
