Our officers and directors are as follows: Name Age Position Quincy Fennebresque 39 Chief Executive Officer and Director Tonya Clark 46 Chief Financial Officer Kwame Som-Pimpong 34 Director Layne Logigian 33 Director Lee Styslinger III 60 Director Jonathan Auerbach 47 Director Quincy Fennebresque, serves as our Chief Executive Officer. Mr. Fennebresque is a private investor in both public and private equities. Since 2016, in addition to being a private investor, he has served as a consultant to a number of leading hedge funds and venture private equity firms across a range of different sectors. Previously, Quincy was with Miura Global Management from 2011 to 2015, where he led the firm’s media and telecom investments. Prior to joining Miura, he was the founder and portfolio manager of Venesprie Capital from 2008 to 2010. Before Venesprie, Quincy worked at Tiger Management from 2004 to 2008, as both an analyst and portfolio manager. Quincy received his B.A. in Political Science from Yale University. Billy Fennebresque, the Co-Founder and Managing Partner of Stronghold Resource Partners and one of our founders, is Quincy Fennebresque’s cousin. We believe Mr. Fennebresque’s strong track record in identifying and investing in disruptive technologies makes him well qualified to serve on our board of directors. Tonya Clark, serves as our Chief Financial Officer. Mrs. Clark held roles as CEO and CFO at Heritage Health Solutions, Inc. from 2010 to 2021. In 2018, she led the organization through its acquisition by private equity. Prior to joining Heritage, Mrs. Clark began her career in the State and Local Tax group of PriceWaterhouseCoopers and was with PriceWaterhouseCoopers from 1997 to 2002 and was a partner in a boutique accounting firm from 2002 to 2010. Tonya is a licensed CPA in Texas. She received a BBA in Accounting and a MPA in Tax from The University of Texas at Austin. Kwame Som-Pimpong, serves as a Director. Mr. Som-Pimpong has advised government agencies as part of Deloitte’s Customer Strategy & Applied Design practice since August 2018. From February 2018 to July 2018, he was the co-founder of business media company CultureBanx, highlighting unique stories and leaders exhibiting the impact Black people have on the market across industries. Prior to founding CultureBanx, Mr. Som-Pimpong worked at Management Leadership for Tomorrow from November 2016 to February 2018, managing a partnership between the Econet Group and African Leadership Network to build a pipeline of American business leaders with experience working in African markets. Mr. Som-Pimpong began his career as a lobbyist in 2012 representing cities at the Georgia state legislature before joining the Government Accountability Office in 2013 to work on performance audits in federal agencies that touch the financial, justice, and health care systems. Mr. Som-Pimpong holds a B.A. in Political Science from Davidson College and M.P.A. from the University of Georgia. We believe Mr. Som-Pimpong is well qualified to serve on our board of directors based on his access to diversified deal flow. Layne Logigian, serves as a Director. Mrs. Logigian is currently the CEO & Chairman of Mignonne Gavigan Inc., a consumer e-commerce company that she co-founded in 2014. Prior to Mignonne Gavigan, Mrs. Logigian worked at Annaly Capital Management (NYSE: NLY) from 2011 to 2014 in their Strategy and Capital Markets group, focused on M&A, corporate governance, equity financing and business strategy. Mrs. Logigian started her career at Deutsche Bank in Investment Banking with their Financial Sponsors Group from 2009 to 2011, where she was involved in debt and equity transactions for private equity portfolio companies across industries. Mrs. Logigian earned her B.A. in Economics from Duke University. We believe Mrs. Logigian’s extensive operating experience as an entrepreneur makes her well qualified to serve on our board of directors. 101 Table of Contents Lee Styslinger III, serves as a Director. Mr. Styslinger is the Chairman and CEO of Altec Inc., the holding company for Altec Industries, Capital Services, National Equipment Company, Altec Worldwide, Global Rental and Altec Ventures. He became President of Altec in 1994 and was named CEO in 1997. Altec was founded in 1929 by Mr. Styslinger’s grandfather and today is a global leader that designs and manufactures products and services for the electric utility, telecommunications and contractor markets in over 100 countries throughout the world. Mr. Styslinger serves on the boards of Workday, Regions Financial Corporation, Vulcan Materials Company, Harvard Business School, Children’s Hospital, and the Altec/Styslinger Foundation. He is also a member of the Business Roundtable, the Business Council and the Council on Foreign Relations (“CFR”). Mr. Styslinger co-authored CFR’s 2018 independent task force report The Work Ahead. Mr. Styslinger served on the President’s Export Council advising the President on trade policy from 2006 to 2008. In 2017, he served on the President’s Manufacturing Council. Lee earned his B.A. from Northwestern University in 1983 and his MBA from Harvard University in 1988. We believe Mr. Styslinger’s extensive executive-level business experience makes him well qualified to serve on our board of directors. Jonathan Auerbach, serves as a Director. Mr. Auerbach is the Portfolio Manager of Hound Partners, a New York based Investment Manager with several billion of assets under management, which he founded in 2004. From 2002 to 2004, Mr. Auerbach ran a long/short equity portfolio at Stark Investments. Before joining Stark Investments, Mr. Auerbach worked at W.R. Huff from 1999 to 2002 where he was an analyst researching investments in high yield bonds, private equity, and special situations. Jonathan also worked for Spark L.P., a quantitative fund founded by a founder of D. E. Shaw, from 1996 to 1998 where he acted as COO and head of business development. Jonathan received his MBA from Columbia Business School in 2000 and his A.B. in mathematics from Princeton University in 1996. While at Princeton, Jonathan won awards for being the top senior and junior in the mathematics department. We believe Mr. Auerbach’s significant investing and operating experience makes him well qualified to serve on our board of directors. Number and Terms of Office of Officers and Directors We intend to have five 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 and , 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. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business combination will be entitled to nominate three individuals for election to our board of directors. 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 The 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 102 Table of Contents 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. 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 our sponsor a total of $25,000 per month for office space, utilities and professional, 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 by us to our sponsor, officers or directors, or our or their affiliates. On February 7, 2021, our sponsor transferred 20,000 founder shares to each of our independent directors and chief financial officer (which shares will not be subject to forfeiture in the event the underwriter’s overallotment is not exercised). 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 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 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, and will serve as chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Our board of directors has determined that each of and are 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, and will chair the audit committee. 103 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 registered public accounting firm 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 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 they 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 registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting 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. Nominating Committee Prior to the consummation of this offering, we will establish a nominating committee of our board of directors. The members of our nominating committee will be and , and will serve as chairman of the nominating committee. Under the Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that each of and are independent. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which will be specified a charter to be adopted by us, generally provide that persons to be nominated: • should have demonstrated notable or significant achievements in business, education or public service; • should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and • should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons. 104 Table of Contents Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. The members of our compensation committee will be and , and will serve as chairman of the compensation committee. Under Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that each of 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 appr