Material Event Form 8 K

Item 8.01. Other Events.

As previously announced, on March 3, 2023, Kernel Group Holdings, Inc., a Cayman Islands exempted company ("Kernel") entered into a Business Combination Agreement, as amended by that certain First Amendment to the Business Combination Agreement, dated August 29, 2023, that certain Second Amendment to the Business Combination Agreement, dated January 16, 2024, that certain Third Amendment to the Business Combination Agreement, dated February 5, 2024, and that certain Fourth Amendment to the Business Combination Agreement, dated June 24, 2024 (the "Business Combination Agreement") with AIRO Group, Inc., a Delaware corporation ("ParentCo"), Kernel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo ("Kernel Merger Sub"), AIRO Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ParentCo ("AIRO Merger Sub"), VKSS Capital, LLC, a Delaware limited liability company, in the capacity as the representative for the stockholders of Kernel and ParentCo and also in the capacity as Kernel's sponsor, Dr. Chirinjeev Kathuria, in the capacity as the representative for the AIRO Group Holdings stockholders, and AIRO Group Holdings, Inc., a Delaware corporation ("AIRO Group Holdings"), pursuant to which, among other things, (i) Kernel will deregister under the Cayman Islands Companies Act (As Revised) and domesticate under Part XII of the Delaware General Corporation Law, pursuant to which Kernel's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware, (ii) Kernel Merger Sub will merge with and into Kernel (the "First Merger"), with Kernel surviving the First Merger as a wholly owned subsidiary of ParentCo, and (iii) immediately following the First Merger, AIRO Merger Sub will merge with and into AIRO (the "Second Merger") with AIRO surviving the Second Merger as a wholly-owned subsidiary of ParentCo (the First Merger, Second Merger, and the other transactions contemplated by the Business Combination Agreement, collectively, the "Transaction").

In connection with the Transaction, the ParentCo filed a registration statement on Form S-4, which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on July 9, 2024 (the "Registration Statement"), and the Company filed and mailed a definitive proxy statement, that also constitutes a prospectus of the Company, with the SEC on July 10, 2024 (the "Proxy Statement/Prospectus").

The Company has determined to voluntarily supplement the Proxy Statement/Prospectus with the below disclosures. The Company believes that the disclosures set forth in the Proxy Statement/Prospectus comply fully with applicable law and nothing in the below supplemental disclosure will be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein.

To the extent that information in the below supplemental disclosures differs from, or updates information contained in, the Proxy Statement/Prospectus, the information in the below supplemental disclosures will supersede or supplement the information in the Proxy Statement/Prospectus. Except as otherwise described in the below supplemental disclosures or the documents referred to, contained in or incorporated by reference herein, the Proxy Statement/Prospectus, the annexes to the Proxy Statement/Prospectus and the documents referred to, contained in or incorporated by reference in the Proxy Statement are not otherwise modified, supplemented or amended.

Supplemental Disclosures to Proxy Statement/Prospectus

The following information supplements the Proxy Statement/Prospectus, and should be read in conjunction with the Proxy Statement/Prospectus, which is available at the SEC's website, www.sec.gov, and which should be read in its entirety, including the annexes thereto. The information contained in this supplement is incorporated by reference into the Proxy Statement/Prospectus. All page references in the information below are references to pages in the Proxy Statement/Prospectus, and the terms used below have the meanings set forth in the Proxy Statement/Prospectus.