Officers, Directors and Director Nominees Upon completion of this offering, our officers and directors will be as follows: Name Age Position Raymond E. Mabus, Jr. 72 Director and Chairman Charles Gassenheimer 47 Chief Executive Officer, Secretary and Director Golchehreh Abtahian 42 Chief Financial Officer Raj Chudgar 47 President Virginia A. Kamsky 67 Director Nominee Michael Del Giudice 78 Director Nominee Pin Ni 56 Director Nominee Saurin Shah 54 Director Nominee Raymond E. Mabus, Jr.Mr. Mabus has served as a member of our board of directors and as our Chairman since December 2020. He is Founding Principal and chief executive officer of The Mabus Group, a strategic advisory firm specializing in energy, sustainability, cyber security, and talent management. Mr. Mabus is also currently the Chairman of the Board of Directors of InStride and a board member of Amentum, Dana Incorporated and Hilton Worldwide Holdings, Inc. From 2017 to 2019, Mr. Mabus was an advisor to GV (formerly Google Ventures) and from 2017 to 2018 was a visiting fellow at both Harvard Law School and Harvard Kennedy School. He served as the 75th United States Secretary of the Navy from 2009 to 2017. Mr. Mabus, over the last four decades, has served domestically and globally in a variety of high-level state and federal government roles. During his career in the private sector, Mr. Mabus served as Chairman and Chief Executive Officer of Foamex and on the board of directors of Enersys, a stored energy systems and technology provider for industrial applications. Mr. Mabus received a J.D., magna cum laude, from Harvard Law School, a Master’s Degree from Johns Hopkins University and a Bachelor’s Degree, summa cum laude, from the University of Mississippi. Mr. Mabus’ extensive experience in high-stake government roles and overseeing operations bring important and valuable skills to our board of directors and makes him qualified to serve as a member of our board of directors. Charles Gassenheimer. Mr. Gassenheimer has served as our Chief Executive Officer, Secretary and as a member of our board of directors since December 2020. He has served as a Founder and President of CHR, a New York City-based private equity firm, since 2012. Mr. Gassenheimer currently serves as the Chief Executive Officer and has served as a director of Unimed Holdings, LLC since 2013, and he serves as President of Omnis Energy Refineries, LLC, each portfolio companies of CHR. He leads CHR’s financial and strategic advisory services efforts as well as its growth equity investment platform. Mr. Gassenheimer advises Karma Automotive and is also an advisory board member of ZincFive, a developer and manufacturer of nickel-zinc batteries. Prior to that he spent six years managing the family office of a multi-billion dollar family focused on clean technologies. During his tenure there he became chairman and subsequently, CEO of Ener1, a developer and manufacturer of lithium-ion batteries and chairman of Norwegian Electric Vehicle Maker Think Electric. In April 2016, the Securities and Exchange Commission entered a settlement of its investigation relating to Ener1’s disclosures in its periodic reports. Under the settlement, Mr. Gassenheimer, Ener1 and other Ener1 officers consented to a cease and desist order against future violations of certain provisions and rules of the Securities Act and Exchange Act, and Mr. Gassenheimer agreed to pay a civil money penalty of $100,000. The cease and desist order followed a finding by the Securities and Exchange Commission that Mr. Gassenheimer committed violations of Sections 17(a)(2) and (3) of the Exchange Act and Exchange Act Rule 13a-14, resulting from materially overstated earnings and assets and internal control deficiencies in Ener1’s Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. Mr. Gassenheimer did not admit or deny any substantive findings in the order, and the order did not include any finding of any violation of any statute or regulation that required a showing of intentional wrongdoing or fraud or affect Mr. Gassenheimer’s future employment status, nor did it prohibit Mr. Gassenheimer from serving in any capacity on public company boards of directors. Mr. Gassenheimer has served on numerous boards including as Chairman of electric vehicle maker Think Global as well as a board member of the EDTA and the Electrification Coalition and as an advisory board member of the Richard G. Lugar Center for Renewable Energy. Mr. Gassenheimer has invested in over 400 PIPE transactions and 40 SPAC transactions in his career. Mr. Gassenheimer received a Bachelor’s degree in Economics 99 from the University of Pennsylvania. Mr. Gassenheimer’s extensive experience in originating, structuring and monitoring investments, as well as his substantial business and management experience, bring important and valuable skills to our board of directors. Golchehreh Abtahian will serve as our Chief Financial Officer upon the completion of this offering. Ms. Abtahian has served as a Vice President at CHR since 2012. She has 18 years of experience across a broad range of asset classes, including public and private equities, high yield and distressed debt, and structured products. Prior to her nine year tenure at CHR, Ms. Abtahian was an Analyst at Latigo Partners from 2007-2009, where she was responsible for recommending and managing investments in high yield bank debt, stressed and distressed debt, capital structure arbitrage, asset-backed securities, and equities. Previously, Ms. Abtahian was an Analyst at Satellite Asset Management from 2003-2007, where she was responsible for managing over $1 billion of the fund’s distressed debt, high yield and equities investments. She began her career as an Analyst at Goldman Sachs for the Principal Strategies Group, a proprietary trading desk, where she focused on both public equity and distressed debt investments. Ms. Abtahian graduated with a Bachelor of Science in Economics, summa cum laude, from the University of Pennsylvania. Raj Chudgar. Mr. Chugdar will serve as our President upon the completion of this offering. Mr. Chudgar is currently the Chief Executive Officer and Chairman of the Board of Directors at Demand Power Group, an uninterruptible power supply provider. From 2015-2019, he served as President of Viridity Energy, and led the sale to Ormat Technologies, Inc. in 2017. Mr. Chudgar has prior experience as a Vice President at Power Generation Services from 2013-2015, where he was accountable for all sales and business development. He is also on the advisory board for Distributech International and PowerGen International. Mr. Chudgar holds Bachelor and Masters of Engineering degrees in Chemical Engineering from the J.B. Speed School of Engineering at the University of Louisville (Kentucky). Virginia A. Kamsky. Ms. Kamsky, one of our independent director nominees, is the Founder of KAI, a strategic advisory firm, and has been Chairman and Chief Executive Officer since 1980. She also served as an Executive Vice President of Foamex International, and in various leadership roles at then-Chase Manhattan Bank, including as a credit and lending officer and second vice president in charge of the Chase Corporate Division-China. Ms. Kamsky is currently a board member of Dana Incorporated, a supplier for conventional, hybrid, and electric-powered vehicles, and Ingram Micro Inc., a distributor of information technology products. Ms. Kamsky has previously served on the Boards of the following public companies: Spectrum Brands Holdings, Inc., W.R. Grace and Company, Sealed Air Corporation, Shorewood Packing Corporation, Foamex International, Tecumseh Products Company, Tate & Lyle PLC and Olin Corporation. Ms. Kamsky received a graduate school fellowship in the MPA program at Princeton University’s Woodrow Wilson School of Public and International Affairs and received a Bachelor’s of Arts in East Asian Studies, cum laude, from Princeton University. Ms. Kamsky’s extensive experience in evaluating strategic options and the operations of companies in our target industries and her experience on multiple boards bring important and valuable skills to our board of directors and make her qualified to serve as a member of our board of directors. Michael Del Giudice. Mr. Del Giudice, one of our independent director nominees, is the Co-Founder of CHR, which was founded in 2012. Mr. Del Giudice is currently Chair and Senior Managing Director of CHR. Additionally, he is a Senior Managing Director of Millennium Capital Markets LLC and MCM Securities LLC, investment banking firms he founded in 1995 and 1996. Mr. Del Giudice was Co-Founder and former Chairman and Managing Director of Rockland Capital, a $1 billion power-focused private equity fund. Mr. Del Giudice served as Board Member and Lead Director of Fusion Telecommunications, Inc. and Chair of the Governor’s Committee on Scholastic Achievement. He formerly was Board Member and Lead Director of Barnes & Noble, Inc. and formerly served as Lead Director of Consolidated Edison, one of the largest investor-owned energy companies in the United States. Earlier in his career, Mr. Del Giudice co-founded and was Senior Managing Director of Millennium Credit Markets, LLC and MCM Securities, LLC, financial advisory firms specializing in energy, real estate, and investment management. Mr. Del Giudice is the former General Partner of Lazard Frères & Co and the former Chief of Staff to New York Governor Mario M. Cuomo and Deputy Chief of Staff to Governor Hugh L. Carey. He also served as chairman of each of NY State Governor Andrew Cuomo’s campaigns for Attorney General and Governor. Mr. Del Giudice was awarded a Bachelor of Business Administration from Baruch School of The City College of New York and completed graduate studies at New York University. We believe that Mr. Del Giudice’s extensive 100 investment, board and financial advisory experience bring important and valuable skills to our board of directors and make him qualified to serve as a member of our board of directors. Pin Ni. Mr. Pin Ni, one of our independent director nominees, is President of Wanxiang America, a $4 billion American company that specializes in auto parts, hotels, electric vehicles, renewable energy, and more. Mr. Ni established Wanxiang America in 1994 as a subsidiary of Hangzhou-based Wanxiang Group. Wanxiang Group is one of the largest Chinese privately-held companies, and clean energy is one of the major areas it has been involved in. Mr. Ni led Wanxiang Group’s efforts into Wanxiang New Energy, a solar based manufacturer in Rockford, Illinois. He is a Trustee at Northwestern University and the US-China Business Council, and he was recently honored as the Blue Cloud Award recipient by the China Institute. Mr. Ni earned his Bachelor’s degree and Master of Business Administration degree from Zhejiang University and was a doctoral candidate in Economics at the University of Kentucky. Mr. Ni’s extensive experience in electric vehicles and renewable energy bring important and valuable skills to our board of directors and make him qualified to serve as a member of our board of directors. Saurin Shah. Mr. Shah, one of our independent director nominees, is the founder and Portfolio Manager at Makavin LLC, a fund investing in public companies exposed to smart mobility and other disruptive technologies with an ESG overlay. He also currently serves as a Senior Advisor to Automobility Ltd, where he advises on merchant banking transactions, market developments, and trends related to smart mobility. Previously, Mr. Shah spent 11 years, from 2008-2019, at Neuberger Berman, where he was a Managing Director, and served in a variety of roles: he was the Lead Portfolio Manager of Neuberger Berman’s Next Generation Mobility fund, which invests in public companies exposed to autonomous, connected and electric vehicle and ride-sharing technologies with ESG integration; the Director of Thematic Research, where he led investigations of several disruptive technologies and paradigm shifts; the co-Portfolio Manager of Neuberger Berman’s Global Equity fund; and senior equity analyst for the Global Equity team covering autos/industrials, energy, and materials/metals and mining, and certain technology sectors. Mr. Shah holds a Master of Business Administration and a Master of International Affairs degree from Columbia University, where he was a Dean’s Fellow, and a Bachelor of Arts from Johns Hopkins University. Mr. Shah’s extensive experience in electric vehicles and energy bring important and valuable skills to our board of directors and make him qualified to serve as a member of our board of directors. Number and Terms of Office of Officers and Directors We intend to have six 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 101 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 Ms. Kamsky, Mr. Del Giudice, Mr. Ni and Mr. Shah 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. 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 fi