Exhibit 10.6

   

  THIS PROMISSORY NOTE (“NOTE”) HAS
    NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
    FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE
    SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
    IS NOT REQUIRED.

   

  PROMISSORY NOTE

   

  	Principal Amount: up to $300,000	Dated as of November 19, 2020


  (as set forth on the Schedule of Borrowings
    attached hereto)

   

  Kernel Group Holdings,
    Inc., a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order
    of Kernel Capital Holdings, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the
    “Payee”), or order, the principal sum of up to three hundred thousand U.S. dollars ($300,000) (as set forth
    on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions described
    below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
    by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of
    this Note.

   

  1.           Principal.
      The principal balance of this Note shall be payable by the Maker on the earlier of: (i) October 31, 2021 or (ii) the date on which
      Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may be prepaid at
      any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
      of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

   

  2.           Interest.
      No interest shall accrue on the unpaid principal balance of this Note. 

   

  3.           Drawdown
    Requests. Maker and Payee agree that Maker may request up to Three Hundred
      Thousand Dollars ($300,000) for costs reasonably related to Maker’s initial public offering of its securities. The principal
      of this Note may be drawn down from time to time prior to the earlier of: (i) October
      31, 2021 or (ii) the date on which Maker consummates an initial public offering of its
        securities, upon written request from Maker to Payee (each, a “Drawdown
      Request”). Each Drawdown Request must state the amount to be drawn down, and must not be
        an amount less than One Thousand Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request
        no later than one (1) business day after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns
        collectively under this Note is Three Hundred Thousand Dollars ($300,000). No fees, payments or other amounts shall be due to Payee
        in connection with, or as a result of, any Drawdown Request by Maker.

   

  4.           Application
    of Payments. All payments shall be applied first to payment in full of any costs incurred in
      the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment
      in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

   

  5.           Events
    of Default. The following shall constitute an event of default (“Event of Default”):

   

  (a)          Failure
      to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
    days of the date specified above.

   

  
  
    	 	 	 


  

  
     

  

  
    

  (b)          Voluntary
      Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
    rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
    assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
    the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
    become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

   

  (c)          Involuntary
      Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
    in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
    assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
    the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
    of 60 consecutive days.

   

  6.           Remedies

   

  (a)          Upon
    the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
    to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
    shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
    expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

   

  (b)          Upon
    the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other
    sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
    on the part of Payee.

   

  7.           Waivers.
      Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
      protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
      Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
      any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
      sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
      and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
      execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

   

  8.           Unconditional
    Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance,
      default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the
      liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
      modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications
      that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
      guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

   

  9.           Notices.
      All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
      personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
      to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
      or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently
      provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
      communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
      day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
      to an overnight courier service or five (5) days after mailing if sent by mail.

   

  
  
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  10.         Construction.
      THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
      THEREOF.

   

  11.         Severability.
      Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
      ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
      such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
      jurisdiction.

   

  12.         Trust
    Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all
      right, title, interest or claim of any kind (“Claim”) in or to any distribution
      of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred
      underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement
      to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in the registration
      statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees
      not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

   

  13.         Amendment;
    Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with,
      the written consent of the Maker and the Payee.

   

  14.         Assignment.
      No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
      law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
      consent shall be void.

   

  [Signature page follows]

   

  
  
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  IN
        WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
    as of the day and year first above written.

   

  	 	KERNEL GROUP HOLDINGS, INC.
	 	a Cayman Islands exempted company
	 	 	 
	 	By:	/s/ Rakesh Tondon
	 	 	Name: Rakesh Tondon
	 	 	Title:   Chief Financial Officer


   

  [Signature Page to Promissory Note]

   

  
  
    	 	 	 


  

  
     

  

  
    

  SCHEDULE OF BORROWINGS

   

  The following increases or decreases in this
    Promissory Note have been made:

   

  	Date of Increase or

            Decrease	 	Amount of decrease in

            Principal Amount of this

            Promissory Note	 	Amount of increase in

            Principal Amount of this

            Promissory Note	 	Principal Amount of this

            Promissory Note following

            such decrease or increase
	 	 	 	 	 	 	 


   

  
  
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