Our current directors and executive officers are as follows: Name ​ ​ Age ​ ​ Title ​ Aaron T. Ratner ​ ​ 46 ​ ​ Chief Executive Officer ​ Martha F. Ross ​ ​ 59 ​ ​ Chief Financial Officer and Chief Operating Officer ​ Nicholas Parker ​ ​ 61 ​ ​ Chairman of the Board of Directors ​ Candice Beaumont ​ ​ 47 ​ ​ Director ​ Bradford Allen ​ ​ 64 ​ ​ Director ​ Michael R. Vahrenkamp ​ ​ 56 ​ ​ Director ​ Our Team Aaron T. Ratner serves as our Chief Executive Officer. Mr. Ratner brings over 20 years of global investment and development experience. From July 2020 to present, Mr. Ratner has been the President of Cross River Infrastructure Partners LLC, a platform of development companies deploying climate technology into sustainable infrastructure projects across carbon capture, clean fuels, clean energy and sustainable alternative protein. From November 2017 to present, Mr. Ratner has served as the ClimateTech Venture Partner at Vectr Ventures, a Hong Kong-based venture capital investment fund manager. While at Vectr Ventures he has led investments in carbon utilization and transformation, pollination technology and sustainable protein production. Beginning in October 2021, Mr. Ratner began to serve as a member of the Board of Directors of Aries I Acquisition Corporation (NASDAQ: RAM), a special purpose acquisition company formed to effectuate a merger or similar transaction with one or more businesses. From June 2016 to April 2020, Mr. Ratner was the Director and then the Managing Director, and Head of Origination, of Ultra Capital LLC, a sustainable infrastructure project finance investment fund manager. During that time, he led the firm’s activity in renewable natural gas and agriculture waste-to-value. From November 2014 to June 2016, Mr. Ratner was a Developer in Residence at Generate Capital, a sustainable infrastructure investment company based in San Francisco, California. From 2012 to 2014, Mr. Ratner was the President of i2 Capital Group, an impact investment merchant bank, where he worked on land conservation and mitigation banking, including the Sweetwater River Conservancy, which was at the time one of the largest mitigation banking projects in the United States. From 2008 to 2014, Mr. Ratner was a Managing Partner of Laguna Capital Partners, a principal investment and advisory firm based in Los Angeles, California, where he focused on technology and consumer startups. From 2000 to 2005, Mr. Ratner was an Associate with Simon Murray & Company, a multi-strategy investment firm based in Hong Kong, SAR. Mr. Ratner began his career in 1999 as an analyst in the Technology Investment Banking Group at Merrill Lynch in Palo Alto, California, where he worked on financings for Internet Capital Group, homestore.com, Webvan and other early internet companies. Mr. Ratner holds a B.A. in Economics from the University of Pennsylvania, and a Master’s of Science in Management from the Stanford University Graduate School of Business. Martha F. Ross serves as our Chief Financial Officer and Chief Operating Officer. Ms. Ross brings over 25 years of global financial, strategic growth and accounting leadership experience in tech, manufacturing, communications, banking and electric power generation, including expertise in various government-funded and regulated industries. Her career expertise is helping organizations scale through high growth and high change, whether organically, through mergers and acquisitions or significant business model changes involving outside investors. From January 2021 to present, she has been founder and Chief Executive Officer of Renaissance Knowledge LLC, specializing in chief financial officer, chief operations officer and business process improvement consulting. From May 2017 to October 2020, Ms. Ross served as Chief Financial Officer for the Housing Authority of the City of Austin, with annual revenues over $540 million, where she drove strategies aimed at safeguarding property, investments and funds to improve governance for more than 20,000 residents. She also led operational and programmatic finance strategy, focusing on infrastructure modernization, to meet the needs of the fastest growing metropolitan city in 116 TABLE OF CONTENTS America. From 2012 to 2016, Ms. Ross served as Chief Financial Officer, U.S. Central Region, for Hill and Knowlton Strategies, a subsidiary of WPP plc (NYSE: WPP), where she oversaw reporting to the parent company for their public reporting and streamlining and strengthening accounting, financial reporting, Sarbanes-Oxley and internal audit controls. From 2004 to 2011 she was Business Unit Manager for Wholesale Power Services and Shared Services at the Lower Colorado River Authority, supporting $1.2 billion in revenues and $4.7 billion in assets, including budgeting and capital planning for electric power generation. Previously, she held various financial leadership roles while working at Dell Inc. for nine years while it was publicly traded on Nasdaq, during which time she was responsible for global commercial account revenues, working with external auditors and financial reporting. She started her career in banking as a commercial lender in a holding company since acquired by Chase. Ms. Ross is a Texas Certified Public Accountant based in Austin, is an active member of the American Institute of Certified Public Accountants and is designated as an International Mergers and Acquisitions Professional by the Institute for Mergers Acquisitions and Alliances. She attended The University of Texas and obtained both a Bachelor’s in Business Administration in Accounting and a Master’s in Science in Technology Commercialization. Our Board members Nicholas Parker serves as our Executive Chairman. Since 2002, Mr. Parker has served as Chairman of Toronto-based Parker Venture Management Inc., a private company through which he controls investments in, and advises on, clean and smart technology businesses and platforms globally, including previously serving as chairman of UGE International LTD (TSX:UGE), a public solar renewable energy development company. From January 2014 to September 2019, Mr. Parker served as Managing Partner of Global Acceleration Partners Inc., an Asia-focused technology cooperation platform in the energy, environment and water sectors. From 2002 to 2013, Mr. Parker was Co-founder and Executive Chairman of Cleantech Group LLC, a San Francisco-based research and consulting and convening firm that created and served the worldwide cleantech innovation community, which he successfully sold in 2009, with partial turnout through 2011. During his tenure at Cleantech Group, its startup clients raised over $6 billion from investors. From 1999 to 2004, Mr. Parker was Co-founder and Principal of Emerald Technology Ventures, a leading trans-Atlantic venture manager focused on energy and resource productivity. During this period, Mr. Parker led an investment in Evergreen Solar, which in 2000 became the second solar initial public offering to be listed on Nasdaq. From 1996 to 1999, Mr. Parker was Senior Vice President of Environmental Capital Corporation, a Boston-based investment company majority-owned by Maurice Strong and his family. Mr. Parker started his business career in 1988 as Co-founder and President of The Delphi Group, one of Canada’s leading environmental strategy firms, through which he built and sold its London-based corporate finance arm. Mr. Parker holds a B.A. Hons in Technology Studies from Carleton University and a Master’s in Business Administration in International Business from the CASS Business School, London. Candice Beaumont serves as a member of our board of directors. Beginning in October 2020, Ms. Beaumont began to serve as a member of the Board of Directors of Springwater Situations Corp. (NASDAQ: SWSSU), a special purpose acquisition company formed to effectuate a merger or similar transaction with one or more businesses, which completed its initial public offering on August 25, 2021 and is currently searching for an initial business combination. Ms. Beaumont has served since 2016 as Chairman of the Salsano Group, a Panama based family office and conglomerate invested in private equity. From 2003 to present, Ms. Beaumont has served as Chief Investment Officer of L Investments, a single family office invested in public and private equity. She speaks at numerous family office and investment conferences globally, including the Stanford University Graduate School of Business Global Investor’s Forum, is a NYU Stern Family Office Council member serving on the Steering Committee, and is an Advisory Board member of the Family Office Association. From 2012 to 2014, Ms. Beaumont was a member of the Board of Directors of I2BF Venture Fund II, a Dubai Financial Services Authority regulated clean tech venture capital firm with offices in Dubai, New York and London. Ms. Beaumont remains committed to community and philanthropic causes and serves on the International Council of Advisors for Global Dignity, a charity founded by Crown Prince Haakon of Norway to foster global respect and dignity across all borders, genders, religions and races. Ms. Beaumont was part of the Milken Young Leaders Circle and is a member of the Milken Institute, as well as an active member of Young Presidents Organization. She started her career in Corporate Finance at Merrill Lynch in 1996 and worked as an investment banker at Lazard Frères from 1997 to 1999, during which time she executed over $20 billion of merger and acquisition advisory assignments. Ms. Beaumont also worked in private equity at Argonaut Capital from 1999 to 2001. 117 TABLE OF CONTENTS Ms. Beaumont obtained a Bachelor in Business Administration from the University of Miami, graduating first in her class with a major of International Finance & Marketing. Ms. Beaumont was Captain of the University of Miami varsity tennis team, where she earned Academic All American honors, and is also a former world-ranked professional tennis player. She completed Global Leadership & Public Policy for the 21st Century at Harvard Kennedy School in 2015. Ms. Beaumont was honored by Trusted Insight as one of the Top 30 Family Office Chief Investment Officers in 2017 and as a Young Global Leader by the World Economic Forum in 2014. Ms. Beaumont has a broad network of relationships, including investors in private and public equity, leading venture capital firms with compelling pre-initial public offering companies and has expertise sourcing deals, evaluating private and public businesses, and conducting detailed due diligence and risk management. Bradford Allen serves as a member of our board of directors. Mr. Allen is a seasoned financier, entrepreneur, and business executive, having spent the past 35 years in senior roles at various firms in New York, Los Angeles and Hong Kong. Mr. Allen’s experience in finance covers private wealth management, investment banking and venture capital, and has involved fund raising as well as mergers and acquisitions. As an entrepreneur, Mr. Allen has founded, funded and successfully exited three companies — BuyGolf.com, eFederal and NextVR — in the technology, e-commerce and enterprise software sectors. From August 2020 to present, Mr. Allen has served as Executive Chairman of Vaunt Inc., a leading sports and entertainment intellectual property development company. At Vaunt Inc., he is responsible for corporate strategy, strategic partnerships and all financings of the company. From September 2020 to present, Mr. Allen has served on the board directors of Duddell Street Acquisition Corp. (Nasdaq: DSAC), a special purpose acquisition company focused on global companies in fintech, telecom, media and technology, healthcare, and consumer sectors with Asian growth potential. Mr. Allen previously served as Chairman and Chief Executive Officer of Vaunt Inc. from August 2018 to August 2020. Mr. Allen co-founded a leading virtual reality technology company, NextVR, which was acquired in 2020 by Apple Inc. From May 2014 to January 2018, he served as Executive Chairman of NextVR. Mr. Allen graduated from Villanova University with a Bachelor’s degree in Business Administration. Michael R. Vahrenkamp serves as a member of our board of directors. Mr. Vahrenkamp brings over 25 years of international technology and environmental services experience as a company builder and developer, a cultural relationship builder and innovative solution finder. From August 2018 to April 2020, he served as a Co-founder of ecoworks GmbH, where he started and developed a construction solution provider targeting the refurbishment of multifamily houses in Germany to a net zero standard using a serial pre-production approach. Prior to ecoworks GmbH, from December 2015 to April 2018, Mr. Vahrenkamp worked as an investment manager with the Green Growth Fund 1 on financial restructuring towards triple bottom line results (focusing on social and environmental concerns), international expansion, cultural bridging and team efficiency. From 2010 to 2015, as Chief Executive Officer of STEAG Energy Services do Brasil, he developed the local service company into an established regional service provider and project developer with a strategic shift towards renewable energies, especially large biomass, industry scale cogeneration and small solar and hydro energy generation plants in Brazil, Argentina and Chile. Previously, from 2004 until 2009, Mr. Vahrenkamp ran his own investment and service company, econetworks ltda., where he invested as an angel and seed investor in technology companies and projects, and where he led the M&A and post-merger integration process of two industrial water service companies into the FOXX HAZTECH Group. From 1997 to 2003, as Chief Technology Officer and Chief Executive Officer of Globaststar do Brasil, an EADS and LORAL Space company, he implemented and operated a low-earth-orbit satellite telephony and data network services in Brazil. Mr. Vahrenkamp is based in Berlin, Germany, where he holds a Master’s of Science degree in Aerospace Engineering from the University of Oklahoma, and is a long time Young Presidents’ Organization member. Executive Compensation No executive officer has received any cash compensation for services rendered to us. Other than the payment of consulting, success or finder fees to our sponsor, officers, directors, advisors, initial stockholders or their affiliates in connection with the consummation of our initial business combination and the repayment of the $150,000 loan made by affiliates of our sponsor to us, no compensation or fees of any kind will be paid to our sponsor, initial stockholders, members of our Team or their respective 118 TABLE OF CONTENTS affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of consulting, success or finder fees payable by us upon consummation of an initial business combination. Additionally, there is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC. Director Independence Currently Candice Beaumont, Bradford Allen and Michael Vahrenkamp would each be considered an “independent director” under the Nasdaq listing rules, which 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. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval. Committees of the Board of Directors Our board of directors will have three standing committees: an audit committee; a nominating committee; and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the nominating and compensation committees of a listed company be comprised solely of independent directors. Audit Committee • Effective upon the date of this prospectus, we will establish an audit committee of the board of directors, which will consist of Candice Beaumont, Bradford Allen and Michael Vahrenkamp, each of whom is an independent director under Nasdaq’s listing standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: ​ • reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; ​ • discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; ​ • discussing with management major risk assessment and risk management policies; ​ • monitoring the independence of the independent auditor; ​ 119 TABLE OF CONTENTS • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ​ • reviewing and approving all related-party transactions; ​ • inquiring and discussing with management our compliance with applicable laws and regulations; ​ • pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; ​ • appointing or replacing the independent auditor; ​ • determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor re