Correspondence 0001493152-23-025074 from Kernel Group Holdings, Inc. (CIK 0001832950)
Kernel Group Holdings, Inc. (CIK 0001832950)
Date: July 20, 2023 · CIK: 0001832950 · Accession: 0001493152-23-025074
AI Filing Summary & Sentiment
File numbers found in text: 001-39983
Letter
VIA EDGAR Division of Corporation Finance Attention: Dorrie Yale and Joe Ambrogia Preliminary Proxy Statement on Schedule 14A Filed on June 10, 2023 File No. 001-39983
Dear Ms. Yale and Mr. Ambrogia:
On behalf of Kernel Group Holdings, Inc, a corporation organized under the laws of Delaware (the “Company”), we are transmitting this letter in response to the oral comments made on June 19, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Schedule 14A”) filed on June 10, 2023. This letter is being submitted together with an amendment to the Preliminary Schedule 14A (the “Revised Proxy Statement”).
Preliminary Proxy Statement on Schedule 14A 1
Risk Factors (Oral Comment)
Oral Comment conveyed by Dorrie Yale on July 19, 2023 requesting that the Company revise its disclosure to address the risk that the Company may be deemed an investment company under the Investment Company Act of 1940, as amended.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the risk factors in the Revised Proxy Statement in response to the Staff’s oral comment.
California | Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
July 20, 2023
Page
We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 202-689-2987 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Very
truly yours,
/s/
Andrew M. Tucker
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CORRESP
1
filename1.htm
NELSON
MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS
AND COUNSELORS AT LAW
Andy
Tucker
T: 202.689.2987
andy.tucker@nelsonmullins.com
101
Constitution Ave, NW, Suite 900
Washington,
DC 20001
T:
202.689.2800 F: 202.689.2860
nelsonmullins.com
July
20, 2023
VIA
EDGAR
Division
of Corporation Finance
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
DC 20549
Attention:
Dorrie Yale and Joe Ambrogia
RE:
Kernel
Group Holdings, Inc.
Preliminary
Proxy Statement on
Schedule
14A
Filed
on June 10, 2023
File
No. 001-39983
Dear
Ms. Yale and Mr. Ambrogia:
On
behalf of Kernel Group Holdings, Inc, a corporation organized under the laws of Delaware (the “Company”), we are transmitting
this letter in response to the oral comments made on June 19, 2023, from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in connection with the Preliminary Proxy Statement on Schedule 14A (the “Preliminary
Schedule 14A”) filed on June 10, 2023. This letter is being submitted together with an amendment to the Preliminary Schedule 14A
(the “Revised Proxy Statement”).
Preliminary
Proxy Statement on Schedule 14A 1
Risk
Factors (Oral Comment)
Oral
Comment conveyed by Dorrie Yale on July 19, 2023 requesting that the Company revise its disclosure to address the risk that the Company
may be deemed an investment company under the Investment Company Act of 1940, as amended.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the risk factors in the Revised
Proxy Statement in response to the Staff’s oral comment.
California
| Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New
York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
July
20, 2023
Page
2
We
hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly
as possible. Please do not hesitate to contact me at 202-689-2987 with any questions or further comments you may have regarding this
filing or if you wish to discuss the above.
Very
truly yours,
/s/
Andrew M. Tucker
Andrew
M. Tucker