Officers, Directors and Director Nominees Upon completion of this offering, our officers and directors will be as follows: Name Age Position Alex T. Krueger 46 Chairman of the Board Neil A. Wizel 43 Chief Executive Officer and Director Thomas S. Amburgey 33 Chief Financial Officer and Director Gary D. Reaves 42 Director Alex T. Krueger – Chairman. Alex Krueger has served as our Chairman since January 2021. Mr. Krueger is President and Chief Executive Officer of First Reserve which he joined in June 1999. He is responsible for overall investment, asset management, strategic planning, and operations of First Reserve and its funds, as well as leading its internal ESG Group. Prior to joining First Reserve, Mr. Krueger worked in the energy group of Donaldson, Lufkin & Jenrette in Houston. Mr. Krueger serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including most recently, Ascent Resources, LLC, and IOG Resources, LLC. Additionally, Mr. Krueger currently serves on the Advisory Boards of BlackRock Global Energy & Power Infrastructure Fund I and Fund II and Blue Bear Capital, LLC. Mr. Krueger holds B.S. degrees in Chemical Engineering and Finance and Statistics from the University of Pennsylvania. We believe that Mr. Krueger’s considerable investment, asset management, strategic planning and operational experience, as well as his experience on the boards of First Reserve portfolio companies and affiliates, bring important and valuable skills to our Board of Directors. Gary D. Reaves – Director. Gary Reaves has been a member of our Board of Directors since January 2021. Mr. Reaves is a Managing Director of First Reserve, which he joined in 2006. Mr. Reaves’s primary responsibilities include investment origination, execution and exit, focusing on midstream infrastructure and logistics assets and the equipment, manufacturing and services businesses focused on midstream and downstream infrastructure and other industrial end markets. Mr. Reaves also works closely with Mr. Krueger, Mr. Wizel and the other senior members of the First Reserve team on overall investment strategy, portfolio management, talent development and strategic planning for First Reserve. Prior to joining First Reserve, Mr. Reaves was an Analyst in the Global Energy Group at UBS Investment Bank. He also spent time as an Analyst in Financial Advisory Services for Howard Frazier Barker Elliot, Inc. Mr. Reaves serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including: USA DeBusk, IRISNDT Inspection & Engineering Inc., Lamons, LineStar Integrity Services, Eagle Infrastructure Services, Refuel, Blue Racer Midstream, LLC, Crestwood Equity Partners LP (NYSE: CEQP), and Petroshale Inc. (TSXV: PSH). Mr. Reaves holds a B.B.A. from the University of Texas. We believe that Mr. Reaves’s considerable experience with investment origination, execution and strategy, as well as his experience on the boards of First Reserve portfolio companies and affiliates, including several of the companies through which First Reserve is progressing sustainability and ESG-related growth strategies, bring important and valuable skills to our Board of Directors. Neil A. Wizel – Chief Executive Officer and Director. Neil Wizel has served as our Chief Executive Officer and a member of our Board of Directors since January 2021. Mr. Wizel is a Managing Director of First Reserve, which he joined in 2007. Mr. Wizel’s primary responsibilities include investment origination, execution and exit, focusing on infrastructure and logistics/distribution assets and industrial service and manufacturing companies, all within the energy value chain. Mr. Wizel also works closely with Mr. Krueger, Mr. Reaves and the other senior members of the First Reserve team on overall investment strategy, portfolio management, talent development and strategic planning for First Reserve. Prior to joining First Reserve, Mr. Wizel was a member of the Investment Staff at Greenbriar Equity Group, a private equity firm with a focus on business services and advanced manufacturing in select industrial sectors. Prior to Greenbriar, he was a Financial Analyst in the Leveraged Finance/Financial Sponsor Group at Credit Suisse First Boston. Mr. Wizel serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including several of the companies through which First Reserve is progressing sustainability and ESG-related growth strategies, most notably Hoover Circular Solutions, Refuel and Lamons. Mr. Wizel holds a B.A. from Emory University. 105 We believe that Mr. Wizel’s considerable experience with investment origination, execution and strategy within the energy value chain, as well as his experience on the boards of First Reserve portfolio companies and affiliates, including several of the companies through which First Reserve is progressing sustainability and ESG-related growth strategies, bring important and valuable skills to our Board of Directors. Thomas S. Amburgey – Chief Financial Officer and Director. Thomas Amburgey has served as our Chief Financial Officer and Director since January 2021. Mr. Amburgey is a Director of First Reserve, which he joined in 2012. During his time at First Reserve, Mr. Amburgey has been focused on investing across the global energy value chain, with particular emphasis on critical infrastructure and value-added equipment, manufacturing and services, and is currently responsible for helping lead First Reserve’s investment initiatives across sustainability and energy transition as well as its internal ESG Group. Mr. Amburgey serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including several of the companies through which First Reserve is progressing sustainability and ESG-related growth strategies, most notably Lamons. Prior to joining First Reserve, he was an Analyst in the Financial Sponsors and Leveraged Finance division at UBS Investment Bank. Mr. Amburgey holds a B.B.A. and a Master of Accountancy from the University of Georgia. We believe that Mr. Amburgey’s experience helping to lead First Reserve’s investment initiatives across sustainability and energy transition as well as its internal ESG Group, as well as his experience on the boards of First Reserve portfolio companies and affiliates, bring important and valuable skills to our Board of Directors. Number and Terms of Office of Officers and Directors We intend to have directors upon completion of this offering. Our board of directors 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 prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of and , will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of , will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination. Holders of our founder shares will have the right to elect all of our directors prior to 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 a majority of at least 90% of our common stock voting at a stockholder meeting. Approval of our initial business combination will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and a majority of the non-independent directors nominated by our sponsor. 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors. 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. Our board of directors has determined that , and are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 106 Officer and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. 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 prior to or in connection with the completion of our initial business combination. However, these individuals 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 to our sponsor, officers or 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 of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors will have two standing committees: an audit 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 compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. , and will serve as members of our audit committee. Under the 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. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 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 registered public accounting firm and any other independent registered public accounting firm engaged by us; 107 • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the independent registered public accounting firm 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 registered public accounting firm; • 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 registered public accounting firm 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 prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, 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 Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. , and will serve as members of our compensation committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. , a and are independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation of all of our other officers; • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. 108 Notwithstanding the foregoing, as indicated above, other than the $10,000 per month administrative fee payable to an affiliate of our sponsor and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC. Director Nominations We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our byl