Our directors, director nominees and officers are as follows: John T. Raymond has been our Chairman of the board of directors since January 2021. Mr. Raymond is a Co-Founder and the Chief Executive Officer of EMG, a leading diversified natural resources-focused private equity firm. Prior to founding EMG in 2006, Mr. Raymond served in a number of senior executive management roles within the energy sector over a period of 14 years. These include his time as Chief Executive Officer of Plains Resources, Inc. (“Plains Resources”), a publicly traded company, from 2002 to 2004. Following the management-led buyout of Plains Resources in 2004, Mr. Raymond served as Chief Executive Officer of the successor entity, Vulcan Energy Corporation, from 2004 to 2005. In addition to his current role as Chief Executive Officer of EMG, Mr. Raymond serves on the boards of 25 companies, including public and private portfolio companies of EMG, as well as several companies not owned by or affiliated with EMG. Mr. Raymond graduated from the A.B. Freeman School of Business at Tulane University in 1992 with a B.S.M. with dual concentrations in Finance and Accounting. We believe that Mr. Raymond is well-qualified to serve as on our board of directors because of his depth of experience in both executive positions and serving on numerous boards. John G. Calvert has been our Vice Chairman of the board of directors since January 2021. Mr. Calvert is a Co-Founder of EMG which he joined in 2006. Mr. Calvert serves as the President and a Managing Partner of the Fund Manager of EMG and also serves on its Investment Committee. Mr. Calvert is responsible for directing strategic and investment activities of EMG and managing its investment portfolio and day-to-day activities with John T. Raymond. Prior to founding EMG, Mr. Calvert was a senior investment banker responsible for initiating, structuring and executing transactions in the natural resources industry. From 2005 to 2006, Mr. Calvert served as a Managing Director at Deutsche Bank Securities in the Large-Cap investment banking coverage group based in New York, where he provided strategic counsel and transaction execution advice to Deutsche Bank’s global mining and metals clients. Prior to joining Deutsche Bank in 2005, Mr. Calvert was a Managing Director and Global Head of Mining Investment Banking at Credit Suisse First Boston, where he had global coverage responsibility for the mining sector. From 1993 to 1996, Mr. Calvert worked in the Natural Resources Group of Morgan Stanley & Co., where he focused on transaction execution in mergers, acquisitions and financings for the mining sector. From 1990 to 1992, Mr. Calvert practiced law at Blake Dawson Waldron in Australia as an Associate in its Corporate & Securities Group, where he provided legal advice on corporate transactions in the media and mining sectors. Mr. Calvert currently serves as a director of Coronado Group LLC, EMG Baffin Holdings Lux S.à r.l., EMG Iron Ore HC Lux S.à r.l., EMG Iron Ore Phase 3 Holdings Lux S.à r.l, EMG Iron Ore Phase 3 (Q4 19) Holdings Lux S.à r.l, Nunavut Iron Ore, Inc., EMG Ferus II Lux S.à r.l., NGPMR Lux II S.à r.l. and EMG Chronos Lux S.à r.l. Mr. Calvert attended the University of Sydney, Australia where he graduated with a Bachelor of Laws degree (First Class Honors) in 1989. We believe Mr. Calvert is well-qualified to serve as a member of our board of directors given his deep significant professional experience in varied roles within the natural resources industry. 129 Table of Contents Sir Michael Davis has been our Chief Executive Officer since January 2021. Mr. Davis currently serves as Chairman of Vision Blue Resources, Ltd. Mr. Davis is also Chairman of MacSteel, a global trading and shipping company and a director and advisor to other companies in technology and financial services sector. Mr. Davis was Co-Founder of X2 Resources, from 2013 to 2017. He stepped down as Chief Executive Officer of Xstrata plc in 2013, one of the world’s largest global diversified mining and metals companies which he grew in a 10-year period from a market value of $500 million to $60 billion, employing more than 90,000 people and operating in over 22 countries. Previously, Mr. Davis was an Executive Director and Chief Financial Officer of Billiton plc and Chairman of Billiton Coal. Prior to joining Billiton, Mr. Davis was an Executive Director of South African state-owned Eskom, one of the world’s largest electricity utilities. Mr. Davis has extensive capital markets and corporate transactions experience. During his career, he has raised almost $40 billion from global capital markets and successfully completed over $120 billion of corporate transactions. Some of his successes are the creation of the Ingwe Coal Corporation in South Africa; the listing of Billiton on the London Stock Exchange; the merger of BHP and Billiton into the largest diversified mining company in the world; the initial public offering of Xstrata plc on the London Stock Exchange in 2002 and Xstrata’s subsequent acquisitions of MIM Holdings and Falconbridge Ltd., amongst others and most recently the successful merger of Xstrata and Glencore. Mr. Davis was also the Treasurer of the Conservative Party of the United Kingdom from February 2016 to July 2019 and its Chief Executive from July 2017 to July 2019. Mr. Davis is a Chartered Accountant by profession and an alumnus of Theodor Herzl School in Port Elizabeth. He holds an honours degree in Commerce from Rhodes University, South Africa. He holds an Honorary Doctorate from Bar Ilan University. In the 2015 Queen’s Birthday Honour’s List, Mr. Davis was made a Knight’s Bachelor. Mr. Davis is well qualified to serve as our Chief Executive Officer because of his extensive management history of leading mining companies. Jeffrey A. Ball has been our Chief Financial Officer since January 2021. Mr. Ball is a Managing Director of EMG, which he joined in October 2007. Mr. Ball is responsible for implementing the EMG’s strategic and investment activities and managing the investment portfolio. Prior to joining EMG in October 2007, Mr. Ball served as a Director in the Investment Banking Group at Credit Suisse from 2000 to September 2007. While at Credit Suisse, Mr. Ball served as a senior officer responsible for advising the energy and mining Master Limited Partnership sectors. From 1996 to 2000, Mr. Ball worked in the Investment Banking Group at Donaldson, Lufkin & Jenrette Securities Corporation. Mr. Ball currently serves as a director of Eagle LNG Partners, LLC, Ferus Natural Gas Fuels, GP, LLC, Ferus Natural Gas Fuels Inc., Ferus Inc., Ferus GP, LLC, Nunavut Iron Ore, Inc. and Ascent Resources, LLC and as a board observer for MarkWest Utica EMG, LLC. Mr. Ball graduated with Honors from the University of Pennsylvania’s Wharton School with a Bachelor of Science in Economics with dual concentrations in Finance and Accounting. Mr. Ball is well qualified to serve as our chief financial officer because of his extensive management history and experience in developing and executing on investment strategies. John Carr will serve as a member of our board of directors upon completion of this offering. Mr. Carr has over 30 years of experience in the natural resources sector focused in the trading of commodities, He headed Arcadia Petroleum’s crude oil futures and forwards business and the Atlantic Basin crude oil marketing team until 1999. Mr. Carr also built and led commodities trading teams for Salomon Brothers’ energy trading subsidiary Phibro Energy. In 1999, Mr. Carr founded Gulf Petroleum International Limited (GPIL), a broking and consulting business based in Dublin, Ireland. In 2014, GPIL founded its investment and consulting vehicle, Clonsilla Capital Limited, to invest in Real Estate Assets in the Irish Market. Through Clonsilla Capital Limited, Mr. Carr also co-founded two technology companies. Mr. Carr is currently on the Board of Advantek Corp LLC, a data solution company, and the Advisory Board of Amherst Capital, a real estate investment specialist. Mr. Carr graduated from St Pauls College in Dublin, Ireland. Additionally, among the reasons for his appointment as a director, Mr. Carr’s financial, business and operational experience, as well as the experience that he has accumulated through his activities as an executive and investor, add strategic vision to the board of directors to assist with our ultimate business combination transaction. Michael Gamson will serve as a member of our board of directors upon completion of this offering. Mr. Gamson has more than 30 years of experience in the energy and commodity trading business. He served as 130 Table of Contents Senior Partner/Shareholder and Vice Chairman of the Trading Committee at Vitol Inc. from 1996 to 2010. During that time, Vitol grew into the largest energy trading company in the world, and was ranked the 4th largest privately held company in the world in 2008 by Forbes. Prior to joining Vitol Inc., Mr. Gamson was a partner at Hess Corporation and helped the start-up of their physical and paper trading platform. Mr. Gamson also managed the clean products trading business at Phillip Brothers Inc. from 1986 to 1990. Mr. Gamson currently sits on the Board of Trustees of Yeshiva University and serves as a Trustee of The Washington Institute for Near East Studies. Mr. Gamson also serves as a Trustee of Yes Prep, a public charter school in Houston Texas educating over 15,000 at risk youth. Mr. Gamson graduated from the University of Southern California Marshall School of Business and received an Honorary Doctorate from Yeshiva University in 2014. Mr. Gamson’s significant experience across the energy and commodity sectors, including his executive experience in these industries, will provide our board of directors with helpful insight when seeking a target business. Joseph Norville will serve as a member of our board of directors upon completion of this offering. Mr. Norville is a former Partner at KPMG. He has more than 35 years of experience in tax planning, reporting and structuring of transactions for public and privately held clients. Mr. Norville served as the Dallas/Denver Business Unit Partner in Charge for Tax for more than ten years and six years as KPMG’s West Region Managing Partner for Tax. In this role, he was responsible for approximately 50% of the U.S. business operations for KPMG’s tax practice. Mr. Norville has participated in over 100 audit committee meetings, helping the audit committees of many public companies understand tax risks and emerging tax laws. He has also addressed tax issues for numerous clients pursuing initial public offerings. Mr. Norville is a past Chairman of the Board for the Dallas Children’s Advocacy Center and of the Childcare Group of Dallas. He has also served on the Board of the Texas 4H Foundation, Family Gateway and the Advisory Board for Baylor’s Accounting Program. Mr. Norville graduated from the University of Tennessee at Martin in 1981 with a Bachelor of Science in Accounting and graduated from Baylor University’s Hankamer School of Business with a Masters of Tax. He is a Certified Public Accountant in Texas. Mr. Norville’s significant experience serving as a tax expert for companies across many decades in a diverse array of industries will make him a valuable member of our board of directors. Brett A. Olsher will serve as a member of our board of directors upon completion of this offering. Mr. Olsher is the Founder and Managing Partner of OLEX., a global consulting and impact investment firm focusing on the natural resources and industrial sectors, with a specific commitment to sustainability. Mr. Olsher had an 18 year career as an investment banker. He was a Partner at Goldman Sachs, serving as chairman of the Global Natural Resources Group at Goldman Sachs until 2019. In this role, Mr. Olsher advised on approximately $410 billion of mergers and acquisitions transactions as well as approximately $124 billion of financings. Notable transactions that Mr. Olsher advised on include the merger of BHP and Billiton and Xstrata’s acquisition of Falconbridge. Before his career in investment banking, Mr. Olsher spent 10 years as President of Olsher Metals Corporation, a global commodities trading, processing and logistics firm. From 1983 to 1986, he was a member of the professional staff at Price Waterhouse, where he qualified as a CPA. Mr. Olsher is currently a Senior Advisor to Trafigura and a Member of the Board of Directors of CRU International. He earned a Master’s Degree in International Economics and Politics from Columbia University’s Graduate School of International and Public Affairs and has a Bachelor’s Degree in Business Administration from the University of Massachusetts. Mr. Olsher’s significant financial experience, particularly in management and senior executive roles at a large financial institution and his managerial experience in the natural resources and industrial sectors make him a valuable member of our board of directors. Number, Terms of Office and Appointment of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of seven members. Each of our directors will hold office for a two-year term. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion of our initial business combination, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and 131 Table of Contents restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares attending and voting in a general meeting. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, a Vice Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence The rules of the NYSE require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four “independent directors” as defined in the NYSE rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of John Carr, Michael Gamson, Joseph Norville and Brett A. Olsher is an independent director as defined in the NYSE 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 directors or officers have received from us any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay affiliates of our sponsor a total of $10,000 per month for office space, utilities, secretarial, administrative and support services. Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any 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 by us to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. 132 Table of Contents On February 12, 2021, our sponsor transferred 25,000 founder shares to each of John Carr, Michael Gamson, Joseph Norville and Brett A. Olsher at their original per-share purchase price. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders 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, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or s