Submission of Matters to a Vote of Security Holders - Form 425

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 31, 2024, Kernel Group Holdings, Inc., a Cayman Islands exempted company ("Kernel") held an extraordinary general meeting of the shareholders (the "Meeting"), which was called to approve the proposals relating to the entry into and consummation of the Business Combination Agreement, dated as of March 3, 2023 (as amended, the "Business Combination Agreement") by and among Kernel, 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 the Business Combination Agreement, prior to the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"), Kernel will be continued and deregistered from the Cayman Islands, redomesticate as a Delaware corporation (the "Domestication"), and at the Closing, 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 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 "Business Combination").

At the Meeting, the Kernel shareholders approved an amendment to Kernel's Amended and Restated Memorandum and Articles of Association (the "NTA Amendment"). The NTA Amendment removed the requirements limiting Kernel's ability to consummate an initial business combination if Kernel would have less than $5,000,001 in net tangible assets prior to or upon consummation of such initial business combination.

Following receipt of shareholder approval of the NTA Amendment, as discussed below, Kernel filed the Amendment to the Amended and Restated Articles of Association with Cayman Islands Registrar. The foregoing summary is qualified by the full text of the Amendment to the Amended and Restated Articles of Association, which is included as Exhibit 3.1 hereto and incorporated herein by reference.