Our officers, directors and director nominees are as follows:Name​​Age​​PositionNicole Neeman Brady​​40​​Chief Executive Officer and DirectorEric Techel​​46​​Chief Financial OfficerRobert Schultz​​56​​Chair of the Board of DirectorsNicole Neeman Brady has been our Chief Executive Officer and director since December 2020. Ms. Neeman Brady has over 20 years of experience as an entrepreneur, executive, investor and community leader with global water, energy, and agricultural expertise. Ms. Neeman Brady also brings a diverse management expertise through her work in various operational and leadership roles. Ms. Neeman Brady serves as Principal and previously served as the firm’s Chief Operating Officer at Renewable Resources Group LLC, as well as a member of the Investment Committee and a board member of several of RRG’s portfolio companies. Ms. Neeman Brady joined Renewable Resources Group LLC in 2017. From 2008 to 2017, Ms. Neeman Brady was a leader in various parts of Edison International (NYSE:EIX). She held the role of President and Founder at Edison Water Resources, a distributed water purification and recycling business, Vice President of Strategic Planning and Officer at Edison International, Director of Energy Procurement and Director of Renewable & Alternative Power Contracts at Southern California Edison. Earlier in her career, Ms. Neeman Brady worked in consulting for McKinsey & Co, in strategic planning for Twentieth Century Fox and in private equity for Goldman Sachs. Ms. Neeman Brady’s experience also includes a deep understanding of and passion for the public sector, including board service on the Colorado River Board of California and currently, as a Commissioner on the Los Angeles Department of Water and Power and a Board member of the Library Foundation of Los Angeles. Ms. Neeman Brady holds dual AB degrees with honors from Brown University and an MBA, with distinction, from Harvard Business School. Ms. Neeman Brady’s significant investment, operational and financial expertise make her well qualified to serve as a member of our board of directors.Eric Techel has been our Chief Financial Officer since December 2020. Mr. Techel has over 20 years of experience as an executive, investor and community leader in sustainable finance and venture capital. Currently Mr. Techel is a Partner and oversees Finance and Operations at Capricorn Investment Group which he joined in 2007. Prior to Capricorn Investment Group, Mr. Techel was a Senior Manager with Deloitte in the Special Acquisition Services Group, which focused on due diligence for potential acquisitions of KKR. He spent 11 years with Deloitte in San Francisco, Bermuda, and Los Angeles. Mr. Techel is a CPA and received his B.A. in Economics from the University of California, Los Angeles.Robert Schultz has been the Chair of our Board of Directors since 2020. Mr. Schultz has over 30 years of experience in sustainable finance as executive, investor and community leader. Currently Mr. Schultz is a Partner of Capricorn Investment Group. Prior to Capricorn Investment Group, he was the co-founder and Chief Operating Officer of Greentech Capital Advisors, an investment bank and asset management firm focused on creating a more efficient and sustainable global infrastructure, which was sold to Nomura in April 2020. Prior to Greentech, he was a Managing Director and Chief Operating Officer of Morgan Stanley Fund Services and before that was a Managing Director and Head of Alternative Fund Services, North America for HSBC. He is currently a Director of Help for Children and on the Advisory Board for Brighter Children. Mr. Schultz is a Chartered Accountant and received his Bachelor of Commerce, with Honors, from Queen’s University in Canada. Mr. Schultz’s significant investment, operational and financial expertise make him well qualified to serve as a member of our board of directors.Other Officers Anthony T. Abbenante serves as one of our Operating Partners. He has been a Principal at Renewable Resources Group LLC since April 2019. Mr. Abbenante focuses on RRG’s financing, monetization and growth initiatives. From 2010 to 2019, Mr. Abbenante held a number of senior positions within the Ivanhoe Capital Corporation group of companies, specializing in the provision of venture capital, project financing and related financial and corporate development services for a portfolio of international business enterprises owned and directed by its Chairman and founder, Robert M. Friedland, and his family. From 2006 to 2010, Mr. Abbenante 116 TABLE OF CONTENTSwas an associate in the corporate group of Mintz Levin P.C., working out of the Washington, D.C. and New York, NY offices. Prior to joining Mitz Levin, Mr. Abbenante was an associate in the corporate group of Kalbian Hagerty LLP, based in Washington, D.C. Mr. Abbenante started his career as a management consultant with American Management Systems, a business and information technology consulting firm to the government, healthcare, financial services, and communications industries (subsequently acquired by CGI Group Inc.). Mr. Abbenante holds a J.D. from the American University, Washington College of Law, and a B.A. from the University of Virginia. William Orum serves as one of our Operating Partners. Mr. Orum has over 20 years of experience as executive, investor, and community leader. Currently Mr. Orum is a Partner and member of the Investment Committee of Capricorn Investment Group. He joined the Firm in 2004 and has been based in its New York office since 2008. Mr. Orum has primary responsibility for leading marketable investments, portfolio construction, and risk management across asset classes. Prior to Capricorn Investment Group, he was an investment banker with Merrill Lynch in their global industries group focused on corporate finance and mergers and acquisitions advisory for technology clients. He received a BA from Amherst College and an MBA from the NYU Stern School of Business.Jason Scott serves as one of our Operating Partners. He is a Principal at Renewable Resources Group LLC. Mr. Scott has over 20 years of experience in sustainable investment across listed equities, venture capital, growth equity, and natural resources. Before joining Renewable Resources Group LLC, Mr. Scott co-founded Encourage Capital, an asset management and advisory firm formed through the merger of EKO and Wolfensohn Fund Management. Prior to EKO, Mr. Scott was a founding Director at Generation Investment Management, co-founded by David Blood and former Vice President Al Gore, Jr. From 1999 to 2004, Mr. Scott worked with Acumen Fund, Flatiron Future Fund/Foundation and New Philanthropy Capital. Mr. Scott helped found and now co-chairs a network of family offices investing in Cleantech, Renewables and other Environmental Opportunities (called the CREO Syndicate). He co-founded Cleantech for Obama and was a National Co-Chair of the Finance Committee for Clean Energy for Biden. Mr. Scott helped found and build Public Allies, a youth and community development organization. Mr. Scott is currently on the boards of Oil Change International, the Frankfurt Zoological Society and national service non-profit Public Allies. He graduated from Duke University cum laude and has an MBA, with honors, jointly from Columbia and London Business Schools.Board ObserversRRG and Capricorn will each have the right to have board observers attend all of the meetings of our board of directors. Number and Terms of Office of Officers and DirectorsWe expect to have five directors upon completion of this offering, with each director holding office for a two-year term. 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. Additionally, in accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one full year after our first fiscal year end following our listing on Nasdaq. As a result, we may not hold an annual meeting of stockholders until after we consummate our initial business combination.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. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws will provide that our officers may consist of a Chair 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 IndependenceAn “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 117 TABLE OF CONTENTSboard of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the Nasdaq listing rules and applicable SEC rules prior to completion of this offering. We expect a majority of our board of directors to be comprised of independent directors within 12 months from the date of listing to comply with the majority independent board requirement in Rule 5605(b) of the Nasdaq listing rules. Our board has determined that each of      are independent directors under applicable SEC and Nasdaq listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.Officer and Director CompensationIn no event will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the Company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion 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, 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 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. These fees will be disclosed to stockholders in accordance with applicable rules and regulations, 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. Prior to the completion of our initial business combination, any compensation paid to our Chief Executive Officer or other executive officers will be paid by our sponsor. 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 team’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 DirectorsOur board of directors will have two standing committees: an audit committee and a compensation committee. In addition, director nominees will be recommended to the Board by independent directors constituting a majority of the Board’s Independent Directors in a vote in which only independent directors participate. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of 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 each be comprised solely of independent 118 TABLE OF CONTENTSdirectors. Each committee will operate under a charter that complies with Nasdaq rules, will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering.Audit CommitteePrior 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 chair the audit committee. Under 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      and      meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.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 has accounting or related financial management expertise.We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:•assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm;•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;•meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;•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 CommitteePrior 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 Nasdaq listing 119 TABLE OF CONTENTSstandards and applicable SEC rules, all members of the compensation committee must be independent.      and      are independent and      will chair the compensation committee.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, if any is paid by us or our sponsor, 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 making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval of our other officers;•reviewing on an annual basis our executive compensation policies and plans;•implementing and administering our incentive compensation equity-based remuner