Our officers, directors and director nominees are as follows: Name Age Position Dick Metzler 68 Chief Executive Officer, Director Andrew Townsend 27 Chairman, Chief Financial Officer Dennis Lyons 38 Secretary Adam Chibib 54 Director Nominee Clint Greenleaf 45 Director Nominee Haley Robison 35 Director Nominee Richard “Dick” Metzler is CEO and Director of Ocelot Acquisition Corporation I. Mr. Metzler has been the CEO of Lone Star Overnight LLC, a network-based parcel delivery and carrier headquartered in Austin, Texas, since March 2019. Mr. Metzler has over 25 years of senior leadership experience within the logistics industry, specifically within parcel, freight, third-party logistics, and e-commerce. Prior to his role at Lone Star Overnight, LLC, Mr. Metzler served as the Chief Marketing Officer at Austin-based uShip, Inc., an online marketplace for shipping services, from 2013 to 2018. Previously, Mr. Metzler has held leadership roles including Vice President of FedEx Logistics, CEO of APL Logistics, Executive Vice President at DHL, and Chief Commercial Officer at Greatwide Logistics. Since 2017, Mr. Metzler has served as the Chairman of the board of directors and as a member of the compensation committee for iGPS Logistics, a private company. Mr. Metzler has also worked extensively with private equity, debt financing, venture capital, and as a senior leader in portfolio companies advising on investments and divestitures. Mr. Metzler also brings with him extensive global M&A experience. Mr. Metzler holds a Bachelor of Arts in Business Marketing from Robert Morris University. Mr. Metzler is qualified to serve on our board of directors due to his knowledge of a wide variety of investment and financing strategies and his global M&A experience. Andrew Townsend, CFA is CFO and Chairman of Ocelot Acquisition Corporation I. Mr. Townsend is also a founder and Managing Member at Ocelot Capital Management, LLC, a private investment firm founded in May 2018 and an affiliate of certain of our officers and directors, and is responsible for developing and managing the firm’s differentiated investment strategies. Prior to founding Ocelot Capital Management, LLC, Mr. Townsend managed a private hedge fund for a leading Texas-based family office, Galapagos Partners LP, from June 2016 to July 2018. Mr. Townsend’s experience in identifying niche investment strategies, portfolio construction and management, and fund operations culminated in launching the Ocelot Dynamic Alpha Fund, the Ocelot Global Macro Fund and the Ocelot Tactical Income Fund with proprietary capital. Mr. Townsend currently serves on the boards of directors of Collective Growth Corporation (since January 2020), WeDo Logistics (since March 2020), Lone Star Overnight, and American Natural Energy Corporation (since 2019). Mr. Townsend is a Chartered Financial Analyst (CFA) and Chartered Alternative Investment Analyst (CAIA) charter holder. Mr. Townsend is a graduate of the McCombs School of Business at the University of Texas at Austin with a Master of Science in Finance and holds a Bachelor of Arts in Economics from the University of Texas at Austin. Mr. Townsend is well-qualified to serve on our board of directors due to his breadth of experience in both public and private markets. Dennis Lyons is Secretary of Ocelot Acquisition Corporation I. Mr. Lyons is also Chief Financial Officer at Ocelot Capital Management, LLC, an affiliate of certain of our officers and directors, where he is responsible for the financial and tax accounting and reporting policies of all of Ocelot Capital Management’s investment products. Mr. Lyons has held his position at Ocelot Capital Management, LLC since December 2019. Prior to joining Ocelot Capital Management, LLC, from January 2019 to November 2019, Mr. Lyons served as a tax manager at Weaver, and from September 2017 to December 2018, he served as Chief Financial Officer at McAllen Investment Partners Ltd. Before that, Mr. Lyons served as a tax manager for public accounting firm DK Partners, PC from January 2015 to September 2017. Mr. Lyons has spent a decade in public accounting specializing in investment funds and financial services. Mr. Lyons is a Certified Public Accountant and member of the American Institute of CPAs and Texas Society of CPAs. He is a graduate of the McCombs School of Business at the University of Texas at Austin with a Master’s in Professional Accounting. Mr. Lyons holds a Bachelor of Arts in Business Administration from the University of Texas at Austin. 105 Table of Contents Adam Chibib who has agreed to serve as a director following the completion of this offering, is currently the Chief Financial Officer of Self Financial, a venture backed financial technology company that aims to help consumers build credit while also saving money, a position he has held since March 2020. Mr. Chibib has over 25 years of senior leadership experience in the technology industry both as a CFO and as an investor. Mr. Chibib’s career has ranged from early-stage start-ups to billion-dollar public companies that have spanned a wide range of industries including financial services, enterprise software, security software, hardware, and gaming. From April 2015 to December 2019, Mr. Chibib was a General Partner at Silverton Partners, an Austin-based venture capital firm and where he was responsible for the first institutional investment in Self Financial, from April 2015 to September 2020. Mr. Chibib also previously served as President and Chief Financial Officer of Multimedia Games Holding Company, Inc., which was acquired in 2014 by Global Cash Access, Inc. (now known as Everi Holdings, Inc.), from February 2009 to March 2015. Additionally, he was the CFO at NetSpend (from June 2007 to July 2006), TippingPoint Technologies (from January 2004 to January 2006), Waveset (from April 2003 to December 2003) and BroadJump (from November 1998 to March 2003). Mr. Chibib is currently a member of the board of directors of several private companies, and he serves as the current Chairman of the audit committee for PlayAGS, a Las Vegas-based gaming company, the Treasurer for the Austin Film Society, and a member of the Nominating Committee for the Eanes Education Foundation. Mr. Chibib holds a Bachelor of Arts in Accounting from the University of Texas at Austin. Mr. Chibib’s qualifications to serve on our board of directors include his extensive senior leadership experience and breadth of knowledge spanning numerous industries. Clint Greenleaf who has agreed to serve as a director following the completion of this offering, has been the Founder and CFO of Content Capital, a publishing company focusing on a variety of different media services, since July 2017. Mr. Greenleaf is a serial entrepreneur and CEO with experience in a variety of industries including publishing, consumer packaged goods, and financial services. Mr. Greenleaf also is the Founder and former CEO of Greenleaf Book Group, a publisher and distributor of non-fiction and fiction books, which he grew into one of the industry’s leading independent book publishers that produced over 30 New York Times and Wall Street Journal best sellers. Prior to founding Content Capital, Mr. Greenleaf served as the Founder and Chief Executive Officer of HomePlate Peanut Butter, a baseball-themed peanut butter company, from July 2014 to October 2019. Additionally, Mr. Greenleaf is the author of multiple books and a regular television and print contributor on topics such as financial literacy and education. Mr. Greenleaf holds a Bachelor of Arts in Economics and Accounting from College of the Holy Cross. Mr. Greenleaf is well-suited to serve on our board of directors due to his entrepreneurial experience and proven ability to build successful businesses in a multitude of industries. Haley Robison who has agreed to serve as a director following the completion of this offering, is currently a Venture Partner at Praxis, a creative engine for redemptive entrepreneurs, supporting founders, funders, and innovators who are motivated by their faith to transform the communities around them. Ms. Robison previously served as Chief Executive Officer of Kammok Gear LLC, an outdoor brand based in Austin, Texas that designs performance gear and accessories to elevate time outdoors, a position she held from August 2016 until October 2019. Before becoming Chief Executive Officer, Ms. Robison served as Chief Operating Officer of Kammock Gear LLC from March 2015 to August 2016. Additionally, Ms. Robison also formerly served as a Senior Associate Consultant at Bain & Company. Ms. Robison holds an MBA and a Master of Arts in Education from the Stanford Graduate Schools of Business and Education respectively as well as a Bachelor of Arts in Business Administration from the University of Texas at Austin. Ms. Robison was selected to serve on our board of directors because of her vast experience in business and education, as well as her expertise in organizational behavior, team development and consumer products. Number and Terms of Office of Officers and Directors We will have five directors upon completion of this offering. 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 our Class B common stock voting at a stockholder meeting. 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. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Clint Greenleaf, will expire at our first annual 106 Table of Contents meeting of stockholders. The term of office of the second class of directors, consisting of Adam Chibib and Haley Robison, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Richard Metzler and Andrew Townsend, will expire at the third annual meeting of stockholders. 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, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries 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 Adam Chibib, Clint Greenleaf and Haley Robison 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 has received any cash compensation for services rendered to us. In connection with the consummation of our initial business combination, each of the non-employee directors will be entitled to a one-time cash payment of $75,000; provided that if sufficient cash is not available at closing following the payment of cash expenditures related to our initial business combination (in the good faith determination of the Company), the Company may make such payments through the issuance of shares of Class A common stock (valued at fair market value). Commencing on the date of this prospectus, we have agreed to pay Ocelot Capital Management LLC, an affiliate of certain of our officers and directors, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Additionally, we will pay Andrew Townsend, our Chief Financial Officer, $10,000 per month for up to six months commencing upon consummation of this offering and $12,000 per month for up to six months accrued from the date of this offering and payable until, and only upon, consummation of our initial business combination, for his services as Chief Financial Officer. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Other than the foregoing, no compensation of any kind, including any finder’s fee, advisory fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers, directors and advisors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). 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. We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. 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. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. 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 initial 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 initial 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. 107 Table of Contents 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, Nasdaq rules and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules 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. Adam Chibib, Clint Greenleaf and Haley Robison 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 of Adam Chibib, Clint Greenleaf and Haley Robison meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) under the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Clint Greenleaf 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 engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • 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, (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 and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • 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 publis