AIRO enters agreement and plan of merger with Kernel Group Holdings

Kernel Group Holdings (NASDAQ: KRNLU) (“Kernel”), a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or similar business combination with one or more businesses, announced today that it has entered into a definitive business combination agreement (the “Merger Agreement”) with AIRO Group Holdings, Inc. (“AIRO”), a multi-faceted air mobility, autonomy & aerospace platform with differentiated technologies and capabilities that dynamically address high growth market trends across the entire aviation & aerospace ecosystem. The Merger Agreement provides AIRO with a path to becoming a publicly listed company through a new Delaware holding company, AIRO Group, Inc. (“PubCo”) that will acquire both Kernel and AIRO.

Upon closing of the merger transaction (the “Transaction”), AIRO and Kernel will be wholly owned subsidiaries of PubCo. PubCo common stock and warrants are expected to be listed on Nasdaq, under the symbols “AIRO” and “AIROW,” respectively.

AIRO’s Executive Chairman and co-founder is Dr. Chirinjeev Kathuria M.D., M.B.A. an entrepreneur, investor, physician, philanthropist, and graduate of Brown University’s School of Medicine, and Stanford University’s Graduate School of Business. Dr. Kathuria has founded and served as Chairman on several publicly traded companies, most recently co-founding Ocean Biomedical which is pursuing programs in oncology, fibrosis, and infectious diseases and listed on NASDAQ in February of 2023. Additionally, Dr. Kathuria was the Founding Director of MirCorp, the first commercial company to privately launch and fund manned space programs.

AIRO’s Chief Executive Officer and co-founder is Captain Joe Burns, a thirty-five year veteran of aviation, technology, and communications industries, and has a B.S. and M.B.A. from Miami University. He served as Managing Director of Flight Standards, Managing Director of Technology and Flight Test, and FAA Certificate Director of Operations at United Airlines. Mr. Burns is currently on the U.S. Executive Committee Advisory Board for Position, Navigation, and Timing, a NASA Special Government Employee, and has served in chairmanship roles in multiple national advisory boards.

AIRO’s President and Chief Operating Officer, John Uczekaj, has over 40 years of experience in the aerospace industry. While at Honeywell, John was executive vice president and general manager of a $2B revenue Aerospace Electronics Systems division. He led Aspen Avionics from a pre-revenue startup to a successful avionics company that merged with AIRO. Mr. Uczekaj was inducted into the Living Legends of Aviation in 2013. Mr. Uczekaj holds a Bachelor of Science in Electrical and Computer Engineering from Oregon State University and an MBA from City University, Seattle, Washington.

AIRO is positioned to create a new middle market aerospace and defense sector company operating in four key divisions:
● Advanced Avionics: Highly critical electronic systems used in aircraft. Areas of application include: communications, navigation, monitoring, flight-control system, AI, collision-avoidance systems, radar, and electro-optics
● Electric Air Mobility: Urban transport systems that move passengers or cargo by air in urban/suburban areas. eVTOL (electric vertical take off & landing) aircraft are expected to be used for fixed route flights, on-demand trips, and military operations
● Uncrewed Air System: UAS platforms and services used for civilian/commercial and military applications. Areas of application include: reconnaissance, attack, surveillance, inspection, weather analysis, and healthcare
● Training: Professional and military aviation training for clients within wider A&D sector. Areas of application include: customer specific solutions, close air support, aircraft leasing, ab initio pilot training, and training or aviation consulting services

AIRO’s four divisions focus on critical elements of the future aerospace and defense market construct that will bring autonomy, artificial intelligence (AI), and advanced operations to mainstream commercial and military marketplaces.

This press release was prepared and distributed by Kernel Group Holdings.