Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Sten L. Gustafson ​ ​ ​ ​ 54 ​ ​ ​ Chief Executive Officer and Director ​ Thomas W. Major ​ ​ ​ ​ 35 ​ ​ ​ Chief Financial Officer and Executive Vice President of Business Development ​ Bernard J. Duroc-Danner ​ ​ ​ ​ 67 ​ ​ ​ Chairman Nominee ​ Brian Guido Hassin ​ ​ ​ ​ 42 ​ ​ ​ Director Nominee ​ Per Hornung Pedersen ​ ​ ​ ​ 67 ​ ​ ​ Director Nominee ​ Adam Pierce ​ ​ ​ ​ 42 ​ ​ ​ Director Nominee ​ Sten L. Gustafson has served as our Chief Executive Officer and a director since our inception. Mr. Gustafson is a highly experienced energy service industry executive, investment banker, and corporate securities attorney. Since 2018, Mr. Gustafson has served as Chairman of the Board of Directors of the publicly traded Norwegian company, Golden Energy Offshore and has also served as an independent director for Western Rare Earths, the U.S. subsidiary of Australian rare earth mining company, American Rare Earths, since 2020. From 2012 to 2014, Mr. Gustafson was Chief Executive Officer and Director of Era Group Inc. (previously NYSE: ERA), where he led the successful spin out of Era from Seacor Holdings in January 2013, generating record quarterly revenues every quarter during his tenure while meaningfully de-leveraging the balance sheet. From 2017 to 2018, Mr. Gustafson served as a member of the Founding Steering Committee created by the Public Investment Fund of Saudi Arabia to establish a private commercial helicopter operator (The Helicopter Company) in the Kingdom of Saudi Arabia. From 2017 to 2019, Mr. Gustafson served as a director at CHC Helicopter. Mr. Gustafson earned a B.A. in English from Rice University and earned a Juris Doctor from the University of Houston Law Center. With over 25 years of experience in the global energy sector, Mr. Gustafson is well qualified to serve on our board of directors, having advised on over 100 corporate transactions around the world for over $100 billion of transaction value. Thomas W. Major has served as our Chief Financial Officer and EVP of Business Development since our inception. Mr. Major is an energy leader with over a decade of corporate experience in various technical, business, and management roles. From 2010 to 2020, Mr. Major worked with National Oilwell Varco, most recently as Director Corporate Development, assessing over 500 transactions and leading multiple energy services and technology transactions to closure. After leaving NOV in 2020, Mr. Major has provided consulting and advisory services to companies and investors operating in wind, solar, and energy storage. Mr. Major earned his MBA from Harvard Business School and B.Sc. in Mechanical Engineering from the University of Alberta. Dr. Bernard J. Duroc-Danner will serve as the chairman of our board of directors following the effectiveness of the registration statement of which this prospectus forms a part. Since 2018, Dr. Duroc-Danner co-founded, raised the seed and second round capital and co-managed the incubation of an energy sensing and artificial intelligence software company with applications in wind renewable energy. In addition, Dr. Duroc-Danner has been involved in the planning of the development of a solar power generation and CO2 sequestration project as part of a broader energy project in the Eastern Hemisphere. Dr. Duroc-Danner currently serves as advisory director to the Energy Intelligence Group (EIG). As an internationally recognized energy executive, Dr. Duroc-Danner is well qualified to serve as chairman of our Board of Directors, having built two global market and industry leaders through hundreds of focused acquisitions around the world. Dr. Duroc-Danner started EVI, Inc. (NYSE: EVI), an oilfield service and equipment company in May 1987, for which he served as Chairman, President and CEO until he retired in 2016, and upon retirement was given the distinction of Chairman Emeritus of Weatherford, EVI’s successor company Dr. Duroc-Danner was a director for a number of many public companies with global operations. Prior to the startup of EVI, Dr. Duroc-Danner was a management consultant with Arthur D. Little in Boston working in the metals, minerals and power generating industry. Dr. Duroc-Danner received his ​ 119​ TABLE OF CONTENTS MANAGEMENT ​ MBA and a PhD degree from The Wharton School of the University of Pennsylvania. We believe Dr. Duroc-Danner is qualified to serve on our board of directors because of his extensive operational and transactional experience in building companies around the globe. Bryan Guido Hassin will serve on our board of directors following the effectiveness of the registration statement of which this prospectus forms a part. Mr. Hassin is a global energy technology entrepreneur and since March 2021 has served as the Co-Founder & Chief Executive Officer of The Third Derivative, a joint venture between Rocky Mountain Institute and New Energy Nexus that is transforming the way that innovative startups, investment funds, and large corporations accelerate the energy transition by creating a global, vertically integrated engine for climate innovation. Prior to Third Derivative, Mr. Hassin spent 20 years as a global energy technology entrepreneur and executive, founding, leading and scaling high-growth energy transition startups. Mr. Hassin is well qualified to act as a Director, having spent much of his career in the private sector raising venture capital, building and leading startup teams, scaling operations, and negotiating partnerships and acquisitions. Mr. Hassin received his MBA with Honors and Leadership Distinction from IMD in Lausanne, Switzerland. He has a Master’s in Computer Science and undergraduate degrees in Computer Science and Electrical and Computer Engineering from Rice University. We believe Mr. Hassin is qualified to serve on our board of directors because of his long career in operating and advising energy transition companies, and the broad network of relationships in the sector that he has developed. Per Hornung Pedersen will serve on our board of directors following the effectiveness of the registration statement of which this prospectus forms a part. Since 2011, Mr. Pedersen has worked as an Independent Director and Industry Advisor in the renewable energy industry. Mr. Pedersen is currently the Chairman of PNE AG Germany, one of Europe’s largest project developers in onshore and offshore wind as well as solar. Mr. Pedersen also serves as Independent Director in Suzlon Energy Ltd India (since 2015), Independent Director in Swire Energy Services and Independent Director in SeaTower AS Norway. Since 2017, Mr. Pedersen has served as a Senior Advisor to McKinsey and an independent member of the Investment Committee of Caribbean Clean Energy Fund. Mr. Pedersen is well-qualified to serve on our Board of Directors as a highly experienced veteran in the renewable energy industry, with 20 years of experience as a senior executive as well as an independent director in leading global companies in the renewable energy industry across the value chain. Mr. Pedersen received his MBA with honors from Copenhagen Business School (University of Copenhagen) and holds a BSc in Finance and Accounting from Copenhagen Business School. We believe Mr. Pedersen is qualified to serve on our board of directors because of his decades of operating experience in the renewable energy industry, particularly in Europe and Asia. Adam Pierce will serve on our board of directors following the effectiveness of the registration statement of which this prospectus forms a part. Since 2020, Mr. Pierce has been the Founder and Managing Partner of Tenkara Capital, an investment firm focused on opportunistic credit and structured equity investments across multiple industries. Prior to founding Tenkara Capital in 2020, Mr. Pierce spent nearly 17 years as an investment professional at Oaktree Capital Management, most recently as Managing Director and a member of the Investment Committee for the Special Situations and Global Principal Opportunities Group. During this time, Mr. Pierce identified, executed and subsequently oversaw nearly $2 billion in direct capital investments into 35 new investment vehicles, five of which were international companies. In addition, Mr. Pierce led over 30 debt financing transactions, four IPOs, nearly 20 add-on acquisitions and 17 merger transactions, and served on 12 different boards of directors. A number of these investments Mr. Pierce was involved in and board positions he held were in companies participating in the Energy Transition. Prior to joining Oaktree in 2003, Mr. Pierce was an investment banker with J.P. Morgan and Goldman Sachs. Mr. Pierce received a B.A. in Economics with a focus on business administration from Vanderbilt University. We believe Mr. Pierce is qualified to serve on our board of directors because of his decades of deal experience, and his extensive network of relationships in the private equity industry. Advisors We may seek guidance and advice from the following advisors. We have no formal arrangement or agreement with these advisors to provide services to us and they have no fiduciary obligation to present business opportunities to us. These special advisors will simply provide advice, introductions to potential targets, and assistance to us, at our request, only if they are able to do so. Nevertheless, we believe with ​ 120 TABLE OF CONTENTS MANAGEMENT ​ their business background and extensive contacts, they will be helpful to our search for a target business and our consummation of a business combination. Alexander “Andy” Karsner is a leading corporate innovation strategist and accomplished energy entrepreneur, policymaker, regulator and diplomat with more than three decades of global conventional and renewable energy experience, spanning every natural resource. He is Senior Strategist at X (formerly Google X), the innovation lab of Alphabet Inc., where he is part of the executive leadership team, shaping strategy for technology, policy, and commercialization at the nexus of natural resources and AI, machine learning, geospatial engineering, and high performance computing. He began his career developing large-scale energy infrastructure and has led or contributed to project development, management and finance enabling significant value creation on six continents. As a private equity investor, venture partner and advisor, his portfolios have included some of the most successful clean tech startups of the past decade, including Nest (AI), Tesla (mobility), Recurrent (solar), Codexis (biotech) and Carbon (3D printing). From 2005 to 2008, Mr. Karsner served as Assistant Secretary of Energy for Efficiency and Renewable Energy of the United States, managing the approximately $2 billion annual federal applied science, research and development portfolio. Mr. Karsner exercised a discrete diplomatic and security role as a principal representative of the United States in the negotiations on the UN Framework Convention on Climate Change and other bilateral energy and environmental technology accords. From 2016 to 2019, Mr. Karsner served as Managing Partner of Emerson Collective, an investment platform funding non-profit, philanthropic and for-profit portfolios advancing education, health, immigration, the environment, and other initiatives. Along with Emerson’s Founder and Principal, Laurene Powell Jobs, Mr. Karsner co-founded Emerson Elemental (since spun out as Elemental Labs) with a deep focus on market-based solutions and technologies addressing conservation and climate change. Mr. Karsner is Executive Chairman of Manifest Energy, an energy technology development and investment firm he founded in 2008. Earlier in his career, from 1999 to 2006, Mr. Karsner was Founder and Managing Director of Enercorp, a private company involved in international project development, management, and financing of clean and sustainable energy infrastructure. Enercorp was international agent and partner to Vestas and a pioneer in large scale wind power plant design and development. He has also worked with Tondu Energy Systems of Texas, Wartsila Power Development of Finland, and other multi-national energy firms and developers managing a wide array of conventional and renewable sources of energy. Mr. Karsner was recently elected to the Board of Exxon Mobil Corporation (NYSE:XOM), and has served on the Board of Applied Materials (NASDAQ:AMAT), a leading semiconductor equipment company, since 2008. He has also served as a director of numerous privately held companies and non-profit organizations, including Conservation International. He is a Precourt Energy Scholar at Stanford University’s School of Civil and Environmental Engineering and serves on the Schultz-Stephenson Energy Task Force at the Hoover Institution, and has been an Associate at Harvard’s Kennedy School addressing the geopolitics of energy technology. H.M. King Carl Gustav of Sweden knighted Mr. Karsner as “Royal Commander of the Polar Star” for his role in advancing European-US technology collaboration. Mr. Karsner holds a BA with honors from Rice University and an MA from Hong Kong University. Edward Chen is the Founder and Managing Partner of Carnegie Park Capital, a SPAC-dedicated investment firm based in New York. Mr. Chen has over 13 years of experience in public market investing including across capital structure, geographies, and industries. Prior to founding Carnegie Park Capital, Mr. Chen was a Portfolio Manager at Water Island Capital, which he joined in 2013 and where he led the firm’s long-short equity portfolios and SPAC investments. Prior to joining Water Island Capital, Mr. Chen was a Managing Director and led the U.S. Event-Driven Strategy effort at Jefferies, which he joined in 2009. Between 2007 and 2009, Mr. Chen was a core member at Citigroup’s Event-Driven trading desk which was responsible for due diligence in merger arbitrage and SPAC investments. Mr. Chen started his career in finance at Citigroup in the firm’s Media & Telecom Investment Banking group where he assisted in over $18 billion worth of M&A transactions. Mr. Chen received an MBA from MIT Sloan School of Management and a BSE from the University of Pennsylvania. Number and Terms of Office of Officers and Directors Our board of directors consists of five members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors elected prior to our first ​ 121​ TABLE OF CONTENTS MANAGEMENT ​ annual general meeting) serving a three-year term. In accordance with NYSE 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 the NYSE. The term of office of the first class of directors, consisting of Mr. Pedersen, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Messrs. Pierce and Hassin, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Messrs. Duroc-Danner and Gustafson, will expire at the third annual general meeting. 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 officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of the NYSE require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have one “independent director” as defined in the NYSE rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Brian Guido Hassin, Per Hornung Pedersen and Adam Pierce is an “independent director” as defined in the NYSE 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 have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team, of which Mr. Major, our Chief Financial Officer and Executive Vice President of Business Development will be paid $10,000 per month. In addition, our sponsor, officers and directors, or any of their respective affiliates 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. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, 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 our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders 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 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 ​ 122 TABLE OF CONTENTS MANAGEMENT ​ 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 consu