Our officers and directors are as follows: Name Age Position John B. Connally III 74 Chairman of the Board J. Russell Porter 58 Chief Executive Officer and Director Michael J. Mayell 73 President, Chief Financial Officer and Director David J. Porter 64 Vice President – Regulatory Benjamin Francisco Salinas Sada 37 Director Denise Dubard 63 Director Michael S. Bahorich 64 Director David Bullion 57 Director David Wallace 50 Director John B. Connally III, Chairman Mr. Connally currently serves as our Chairman. He has decades of experience in the formation, management and growth of exploration and production companies as well as numerous contacts within the energy and energy private equity communities. Mr. Connally has also served as chairman of the board of Texas South Energy, Inc. (OTCMKTS: TXSO) since January 2017. Mr. Connally currently serves as chairman of the Texas Lt. Governor’s Energy Advisory Board. Mr. Connally was a founding shareholder of Texas South and GulfSlope Energy, Inc., and a founding director of Nuevo Energy, Inc., Endeavor International Corp, Pure Energy Group (where he also served as chief executive officer) and Pure Gas Partners. Mr. Connally practiced corporate and securities and merger and acquisition law for the energy industry and investment banking industry as a partner at the law firm of Baker&Botts. He received both his Bachelor of Arts and JD from the University of Texas. J. Russell Porter, CEO and Director Our Chief Executive Officer J. Russell Porter has over 30 years of executive level experience in the oil and gas business with a strong background in property acquisition, energy finance, oil and natural gas marketing as well as conventional and unconventional resource business development. His experience has primarily been leading publicly traded upstream companies operating in the U.S. enhanced by previous work in the energy banking industry. From January 2019 to September 2020, Mr. Porter was Executive Chairman and Chief Executive Officer of Freedom Oil & Gas, Inc., an Australian listed E&P company with assets and operations in the Eagle Ford shale. Mr. Porter managed the liquidation of Freedom’s U.S. assets after the Australian parent and U.S. subsidiaries filed voluntary Chapter 11 proceedings in May 2020. From April 2018 until September 2000, Mr. Porter was Chief Operating Officer and subsequently President and Chief Executive Officer of Gastar. Gastar filed a voluntary Chapter 11 bankruptcy on October 31, 2018 after Mr. Porter’s departure. From April 1994 to August 2000, Mr. Porter served as Executive Vice President, along with various other leadership roles, at Forcenergy Inc. Mr. Porter holds a Bachelor of Science degree in Petroleum Land Management from Louisiana State University and a M.B.A. from the Kenan-Flagler School of Business at The University of North Carolina at Chapel Hill. Michael J. Mayell, President, Chief Financial Officer and Director Mr. Mayell currently serves as our President and Chief Financial Officer, and has over 52 years of experience in the oil and gas business with more than 38 years in top management positions of multiple E&P companies. Mr. Mayell has also served as the Chief Executive Officer and a director of Texas South Energy, Inc. (OTCMKTS: TXSO) since January 2017. Prior to joining Texas South, Mr. Mayell served as President, Chief Operating Officer and a director of The Meridian Resource Corporation which he co-founded in 1985. He served in those capacities at Meridian for over 20 years until it merged into Alta Mesa Holdings in 2010. Prior to Meridian, in 1982, Mr. Mayell founded and as served as President and CEO of Sydson Energy, Inc. which drilled and produced various properties in Louisiana, 98 Table of Contents Oklahoma, and Texas. Sydson Energy and its affiliated companies continue to be active in 2021. Prior to his time at Meridian and Sydson, Mr. Mayell was Vice President of Engineering and Operations at Kirby Exploration Company with responsibility for all of the company’s activity in North America. Mr. Mayell began his career with Shell Oil Company in New Orleans, Louisiana with assignments in multiple engineering and operating groups both onshore and offshore South Louisiana. Mr. Mayell received his Bachelor of Science degree in Mechanical Engineering from Clarkston University. David J. Porter, Vice President — Regulatory Mr. Porter currently serves as our Vice President — Regulatory. Mr. Porter has served as the President of Porter Production & Consulting Inc. since April 2017. Between January 2011 and December 2016, Mr. Porter served as a Railroad commissioner of the Railroad Commission of Texas. Mr. Porter holds a Bachelor of Science (BS) focused in Accounting from Harding University. He is a Certified Public Accountant issued by the Texas State Board of Public Accountants in October 1982. Benjamin Francisco Salinas Sada, Director In December 2013, Mr. Salinas founded Typhoon Offshore, a company to provide oil and gas services to PEMEX, with an innovative business model. In October 2015, Mr. Salinas was appointed as Chief Executive Officer of TV Azteca, Mexico’s second largest television broadcasting company. Mr. Salinas is the Founder and Chairman of BTC Investments, a firm organized as a Mexico-based multi-strategy investment management fund primarily allocating venture capital investments in seed, early, and late-stage start-ups from a wide range of sectors. Mr. Salinas holds a Bachelor’s Degree in Business Administration from the Instituto Tecnológicoy de Estudios Superiores de Monterrey, one of Mexico’s most prestigious universities. Michael S. Bahorich, Director Mr. Bahorich has over 35 years of experience in upstream oil and gas with a background in finding and developing conventional fields and shale assets. He joined Apache in November 1996 and was a member of Apache Corporation’s senior management team from June 2000 to June 2015. From November 1981 to November 1996 he was a geophysicist, researcher and exploration manager with Amoco. Formerly, Mr. Bahorich was President of the Society of Exploration Geophysicists. Mr. Bahorich served as a director on two public boards, Energy XXI (between 2017 to 2018) and Global Geophysical Services (between 2011 to 2015), as well as two private boards, Premier Oilfield Group and SigmaCubed. Energy XXI filed for bankruptcy protection in April 2016. Global Geophysical Services filed for bankruptcy protection in March 2014 and August 2016. Mr. Bahorich holds a B.S. in Geology from the University of Missouri and an M.S. in Geophysics from Virginia Tech. David Bullion, Director Mr. Bullion has over 30 years of experience in upstream oil and gas. He worked at BP plc (formerly The British Petroleum Company plc and BP Amoco plc) since July 1988, first as a field petrophysics in Alaska. At BP, Mr. Bullion held multiple positions including Asset Manager GOM Deepwater from March 2001 to December 2002, Business Development Technical Manager GOM Deep Water from January 2003 to January 2004, Resource Manager for Rockies U.S.A. from February 2004 to December 2005 and managed tight gas fields. After leaving BP in July 2008, Mr. Bullion became Vice President, General Manager for Red Willow LLC leading all operations for the firm in Texas, Oklahoma, Louisiana, and the Gulf of Mexico until his departure in May 2010. Most recently, he has been involved with multiple acquisition and divestment projects advising both buyers and sellers. Mr. Bullion has a BS and MS in Geophysics from Texas A&M University and attended MIT Sloan School of Business Project Academy while at BP. Denise DuBard, Director Denise DuBard has served as Vice President and Chief Accounting Officer of Amplify Energy Corp. since August 2018. From March 2015 until July 2018, Ms. DuBard served as Chief Accounting Officer and Controller of Contango Oil & Gas Company. Ms. DuBard also served as Chief Financial Officer, Treasurer and Secretary of PetroPoint Energy Partners, LP from 2012 until August 2014, when the company was sold. Prior to that, Ms. DuBard served as a consultant 99 Table of Contents with Axia Partners, a CPA advisory firm, providing accounting and finance related consulting services to the energy industry from December 2014 until March 2015. Ms. DuBard worked with Axia Partners as a consultant in the same capacity as mentioned above from 2009 to 2012. From 2005 to 2009 Ms. DuBard served as Vice President, Controller and Chief Accounting Officer for Rosetta Resources Inc., a public oil and gas company. Ms. DuBard started her career with Deloitte in the assurance practice and held accounting and consulting positions before 2005 at Sonat Offshore Drilling and Team, Inc. Ms. DuBard graduated with honors from Texas A&M University with a Bachelor of Business Administration degree in Finance and brings over 30 years of energy experience in accounting, finance and management. David Wallace, Director From January 2012 to March 2017, Mr. David Wallace was the President of Merchant Trading, and from October 2012 to March 2017 was a Member of the Board of Directors of Castleton Commodities International, LLC (CCI), an international commodities trading and investment firm. He was responsible for all trading activities of CCI in its offices in Stamford, Houston, Calgary, Montevideo, Singapore, Shanghai, and Geneva. Prior to CCI, Mr. Wallace was Head of Business Development at the CCI predecessor entity, Louis Dreyfus Highbridge Energy (LDHE — a joint venture between the Louis Dreyfus Group, and Highbridge Capital Management) from December 2009 to January 2012. Prior to LDHE, Mr. Wallace held various investment and advisory positions at GE Energy Financial Services and Credit Suisse First Boston. Mr. Wallace started his career as an attorney, working at White and Case. Mr. Wallace holds a JD from New York University School of Law, and a BA in philosophy, and a BBA in finance from Southern Methodist University. Number and Terms of Office of Officers and Directors We intend to have eight directors upon completion of this offering. Our Board will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed before our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting currently of David Wallace and David Bullion will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Benjamin Salinas, Denise DuBard and Michael Bahorich, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of John B. Connally III, Michael Mayell and J. Russell Porter, will expire at the third annual meeting of stockholders. Under our amended and restated certificate of incorporation, holders of our founder shares will have the right to elect all of our directors before consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. Subject to any other special rights applicable to the shareholders, any vacancies on our Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares. Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of one or more Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman of the Board, Presidents, Vice Presidents, Partners, Managing Directors and Senior Managing Directors) and such other offices as may be determined by the Board. Director Independence NASDAQ listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We intend to add 100 Table of Contents “independent directors” as defined in NASDAQ listing standards and applicable SEC rules before completion of this offering. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in NASDAQ listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us. No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered before or in connection with the completion of our initial business combination. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of independent directors on our board of directors. Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms part, our Board will have two standing committees: an audit committee and a compensation committee. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website. Audit Committee Before the consummation of this offering, we will establish an audit committee of the Board. Denise DuBard, David Wallace and David Bullion will serve as members of our audit committee. Under NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Because we expect to list our securities on NASDAQ in connection with our initial public offering, our audit committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist of all independent members within one year of listing. Ms. DuBard meets the independent director standard under NASDAQ’s listing standard and under Rule 10A-3(b)(1) of the Exchange Act and will serve as chairperson of the audit committee. Each member of the audit committee is financially literate, and our Board has determined that Ms. DuBard qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 101 Table of Contents We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent auditors; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC before us entering into such transaction; and • reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Before the consummation of this offering, we will establish a compensation committee of the Board. John B. Connally III and Michael Bahorich will serve as members of our compensation committee. Because we expect to list our securities on NASDAQ in connection with our initial public offering, our compensation committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing and consist of all independent members within one year of listing. Mr. Michael Bahorich meets the independent director standard under NASDAQ listing standards and will serve as chairman of the compensation committee. We will adopt a compensation committee charter, which will detail the principal functio