Our officers, directors and director nominees are as follows: Name Age Position H.H. “Tripp” Wommack III 65 Chairman, President, Chief Executive Officer and Chief Financial Officer Todd A. Overbergen 55 Director James P. Benson 61 Director Marcus C. “Marc” Rowland 67 Director H.H. “Tripp” Wommack III: Chairman, President, Chief Executive Officer and Chief Financial Officer. Mr. Wommack is an active senior business professional with over 38 years of successful operating and M&A experience in multiple oil and gas subsectors ranging from environmental services, exploration & production and oilfield services based in Midland, Texas. Mr. Wommack founded Southwest Royalties Inc. (“Southwest”) in 1983 and served as the company’s CEO until its sale in 2004 to Clayton Williams Energy. During Mr. Wommack’s tenure as CEO, Southwest successfully completed multiple financing transactions and acquisitions to grow the business. At the time of sale, Southwest was operating over 1,400 wells. Mr. Wommack also founded Basic Energy Services, an oilfield services operator where he created a defensible, streamlined advantage in oilfield water disposal. Mr. Wommack served as Chairman, President and CEO until the company’s initial public offering in 2005, achieving a peak enterprise value of approximately $1.5 billion. Mr. Wommack founded Saber Resources in 2004, an oil & gas exploration & production company. Mr. Wommack grew the business primarily through strategic acquisitions until its sale to Celero Energy in 2008. Mr. Wommack then founded Petro Waste Environmental in 2012, where the company permitted, built and operated numerous oilfield waste disposal facilities in the Permian and Eagle Ford basins. The company was sold to Waste Management in March 2019. Founded in 2017, Warrior Technologies is an environmental solutions company specializing in proprietary oilfield waste management, tank bottom cleaning and line coating services in the Permian. Mr. Wommack earned his B.A. from the University of North Carolina at Chapel Hill and his J.D. from the University of Texas. Mr. Wommack served on the board for C&J Energy Services from 2010 to 2016 and continues to serve on the board of Key Energy Services (OTC:KEGX). Todd Overbergen: Director. Mr. Overbergen is an executive with more than 30 years of investing, finance, restructuring, and accounting experience, including over 19 years of energy investing and structuring experience. Since 2012, Mr. Overbergen has been a founding partner of Stellus Capital Management (“Stellus”), a $1.6 billion in AUM private credit and energy equity fund based in Houston, Texas, and is head of its Energy Private Equity strategy. Mr. Overbergen sits on the investment committee at Stellus Capital, which has invested in over 290 companies across a range of industries. Within the direct lending business, Stellus Capital has served as a lending partner to a variety of environmental and energy measurement technology and transmission transactions. Mr. Overbergen joined the D. E. Shaw Group in February 2004 and was Head of Energy and a Director in the Direct Capital Unit of the D. E. Shaw Group until January 2012 when he left to co‐found Stellus. From December 2000 to April 2003, Mr. Overbergen was a principal at Duke Capital Partners LLC, a merchant banking subsidiary of Duke Energy Corporation that provided mezzanine, equity, and senior debt capital to the energy industry. From February 1995 to December 2000, Mr. Overbergen was with Arthur Andersen LLP’s Global Corporate Finance group where he last served as a director and provided restructuring and investment banking services on mergers, acquisitions, and private market capital raising of debt and equity to a wide variety of clients. Todd received a B.B.A. in accounting and a B.B.A. in finance from Texas A&M University. Jim Benson: Director. Mr. Benson is a Founder and Managing Partner of Energy Spectrum Partners (“Energy Spectrum”), an over $1.9 billion in AUM private equity infrastructure fund in Dallas, Texas, and has extensive relationships and networks within the energy industry. Mr. Benson has over 35 years of experience in private equity, investment banking and energy advisory. Mr. Benson has been instrumental in and responsible for originating several of Energy Spectrum’s successful investments. Mr. Benson primarily focuses on business development activities, sourcing and financing of new transactions, participating in the evaluation and negotiation of potential investments, and assists portfolio companies in arranging and structuring capital market alternatives. Mr. Benson is 98 also the former head of Energy Spectrum Advisors, an E&P acquisition and divestiture advisory firm. Prior to co-founding Energy Spectrum in 1996, he served for ten years as a Managing Director at R. Reid Investments Inc., where his experience included energy-related private placements of debt and equity, acquisitions and divestitures. Mr. Benson began his career at InterFirst Bank Dallas, where he served for four years and was responsible for various energy financings and financial recapitalizations. Mr. Benson has a B.S. from the University of Kansas and a M.B.A. in Finance from Texas Christian University. He continues to sit on the board of various Energy Spectrum companies and has sat on two public boards in the past. Marcus C. “Marc” Rowland: Director. Mr. Rowland is a seasoned corporate executive, director and investment manager with over 35 years of experience. Mr. Rowland is the Founder and Senior Managing Director of IOG Capital, an $800 million in assets under management private equity fund based in Dallas, Texas, where he leads the company’s investment team. He is the former Executive Vice President and CFO of Chesapeake Energy, where he led the company from its initial public offering in 1993 to over a $40 billion enterprise value. Notable transactions include numerous billions of volumetric production payments, internationally financed joint ventures, all varieties of securities issuances including the first Euro‐denominated bond financing for a US‐only oil and gas company, and the successful initial public offering of Chesapeake Midstream Partners in August of 2010. Mr. Rowland served as the CEO of FTS International, Inc. (formerly Frac Tech International, LLC), which sold to Temasek Holdings for $3.5 billion, from May 2011 to November 2012, and as the President and CFO of Frac Tech Services, LLC and Frac Tech International, LLC from November 2010 to May 2011. He earned his B.A. from Wichita State University. Mr. Rowland has won numerous awards for transactions and has received recognition by Institutional Investor as Energy CFO of the Year. Number and Terms of Office of Officers and Directors We intend to have 4 directors upon completion of this offering. Our Board 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 Todd A. Overbergen and James P. Benson will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Marcus C. “Marc” Rowland, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of H.H. “Tripp” Wommack III, will expire at the third annual meeting of stockholders. Under our amended and restated certificate of incorporation, 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 holders of at least 90% of our outstanding common stock entitled to vote thereon. Subject to any other special rights applicable to the shareholders, any vacancies on our Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares. Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board 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 one Chief Executive Officer and such other officers (including, without limitation, a Chief Financial Officer, Secretary, Chairman of the Board, Chief Operating Officer, Presidents, Vice Presidents, Partners, Managing Directors, Senior Managing Directors, Assistant Secretaries and a Treasurer) as the Board from time to time may determine. Director Independence The NYSE listing standards require that a majority of our Board 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. We have determined that Todd A. Overbergen, James P. Benson and Marcus C. “Marc” Rowland, are independent directors under NYSE rules and Rule 10A-3 of the Exchange Act. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 99 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. Additionally, in connection with the successful completion of our initial business combination, we may determine to provide a payment to our sponsor, officers, directors, advisors or our or their affiliates; however any such payment would not be made from the proceeds of this offering held in the trust account and we currently do not have any agreement or arrangement with any such party to do so. Our audit committee will review on a quarterly basis all payments that were or are to be 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 for determination, either by a compensation committee constituted solely by independent directors or by a majority of independent directors on our board of directors. Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms part, our Board will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the Board. James P. Benson, Marcus C. “Marc” Rowland and Todd A. Overbergen will serve as members of our audit committee. Under the NYSE 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. Because we expect to list our securities on the NYSE in connection with our initial public offering, our audit committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist of all independent members within one year of listing. Marcus C. “Marc” Rowland meets the independent director standard under the NYSE’s listing standard and under Rule 10A‑3(b)(1) of the Exchange Act, and will serve as chairman of the audit committee. Each member of the audit committee is financially literate and our Board has determined that Marcus C. “Marc” Rowland qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 100 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 auditors 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 auditors or any other registered public accounting firm engaged by us, and establishing pre‑approval policies and procedures; • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent auditors; • 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 auditors describing (i) the independent auditor’s internal quality‑control procedures and (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; • 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 auditors, 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 Committee Prior to the consummation of this offering, we will establish a compensation committee of the Board. James P. Benson and Marcus C. “Marc” Rowland will serve as members of our compensation committee. Because we expect to list our securities on the NYSE in connection with our initial public offering, our compensation committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist of all independent members within one year of listing. James P. Benson meets the independent director standard under the NYSE listing standard, and will serve as chairman of 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, 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; 101 • 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 appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finder’s, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. Nominating and Corporate Governance Committee Prior to the consummation of this offering, we will establish a nominating and corporate governance committee of the Board. Todd A. Overbergen, Marcus C. “Marc” Rowland and James P. Benson will serve as members of our nominating and corporate governance committee. Because we expect to list our securities on the NYSE in connection with our initial public offering, our nominating and corporate governance committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist of all independent members within one year of listing. Todd A. Overbergen meets the independent director standard under the NYSE listing standards, and