Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Change in Company Officers and Directors
Effective
officer of
“Company”), resigned from their respective positions. There was no known
disagreement with any of the Company’s outgoing directors on any matter relating
to the Company’s operations, policies or practices.
Effective
shares of Class B Common Stock of the Company, acting through written consent in
accordance with the Company’s Bylaws, appointed
director and Chairman.
Effective
and through unanimous written consent in accordance with the Company’s Bylaws,
appointed
director) to serve as the Company’s directors to fill vacancies left by outgoing
directors.
Effective
and through unanimous written consent in accordance with the Company’s Bylaws,
appointed
Chief Financial Officer (Principal Financial and Accounting Officer), Secretary,
and Treasurer.
The following sets forth certain information concerning each new director and
officer’s past employment history, for officers, directorships held in public
companies, if any, and for directors, their qualifications for service on the
Company’s board.
The Company’s directors are appointed for the remainder of the full term of the
class of director to which the new directorship was added or in which the
vacancy occurred and until his or her successor has been elected and qualified,
subject, however, to such director’s earlier death, resignation, retirement,
disqualification or removal. The Company’s officers are appointed by its Board
of Directors and hold office until their successors are duly elected and
qualified by the Board or until their earlier death, resignation, retirement,
disqualification, or removal from office.
J. Richard Iler
markets working in positions as corporate finance, chief financial officer of
both public and private companies, and institutional corporate bond salesman
with leading wall street firms, e.g., BearStearns, Prudential,
His operational experience began working for an heir, (
Corporation
and financing activities. He worked with prominent joint ventures administering
operating results with such notable companies as Shell, Prudential, Gulf &
Western, and the Pritzker family. He has overseen financial reporting to
regulatory agencies for numerous microcap public companies as chief financial
officer where his duties evolved around facilitating various financings.
His treasury experience with SavingsBank, a
chairing the asset/liability and investment committees, where he managed a
several hundred million dollar mortgage bond arbitrage guiding it through a
period of an inverted yield curve returning an annualized 25% internal rate of
return. His experience entailed substantial hedging experience with exchanged
traded derivatives.
Throughout his career, he has been part of various investment classes of stock,
debt and off balance sheet instruments in the aggregate eclipsing several
hundred million in equities and debt. He has been part of high net worth,
venture capital firms and leading investment banking concerns.
He has a B.S. from
College of Law
2
From 2018 to present, he has been self-employed as an independent consultant for
various public companies.
Effective
Consulting Agreement (the “Agreement”) with the Company and OriginClear, Inc., a
Iler
of
for six months starting from the Effective Date, unless earlier terminated. The
Agreement may be extended upon agreement by both parties, unless or until the
Agreement is terminated. Either party may cancel this Agreement upon ten days
written notice in the event either party violates any material provision of the
Agreement and fails to cure such violation within ten days of written
notification of such violation from the other party.
Payam Eshraghian
disruptive insurtech and fintech software firm registered in
headquartered in
Historically,
years of experience in corporate finance and operations, innovation advisory,
business development, project, and alliance management. For both established
firms as well as for start-ups, he has overseen operational planning and budget
management, merger due diligence and financial modelling, fielded private equity
and venture capital stakeholders on multiple continents, mobilized operations
teams, achieved high volume sales, and implemented enterprise software.
mitigation for client firms.
BA in Economics and Political Science from the
an Innovation Advisor at Beall Applied Innovation, has worked across five
industries, and successfully forecasted both the 2008 and 2020 Financial Crises
while providing corporate strategic guidance.
contacts globally, speaks multiple languages and has a passion for utilizing Big
Data for competitive advantage.
and operations.
Ronald J. Pollack
board member. He current serves on the Board of Directors of Ronati (eCommerce
software, privatge) and Venocare (medical devices, private) and the
Board of CISO Global
Pollack
entrepreneurship organization) and co-chair of its
a founding investor and served as Chairman of the
(artificial intelligence, private) from inception through Series Seed. He is
expert in finance and investing, having built a successful hedge fund business
across multiple strategies and industry sectors.
Managing Partner of
investment funds with a special focus on technology, including early-stage
venture investments such as Digital Lightwave (fiber optic data networking,
exited via IPO),
sequencing, exited via acquisition, now part of Illumina), Radiant Logic
(identity data unification, exited via sale to
(e-commerce, exited via acquisition by Alibaba).
followed by Drexel Burnham Lambert. He holds an MBA from
School
with Distinction in Economics & Political Science, from
finance.
Ryan Spick
analysis and targeted improvements. His proven expertise ranges from determining
target audience, market research, branding, developing budgets, estimates,
scopes of work to client relations, as well as implementing back-office
functions and coordinating with trades. With an extensive background in
institutional and commercial construction,
planning, strategizing, and managing sophisticated real estate projects from
start to finish. He attended the
began his business career in
passionate about mountain sports. In 2007,
Group
professionals to accomplish their ideal lifestyle and optimal success.
and due diligence.
3
There are no family relationships between or among the outgoing directors and
executive officers and the persons appointed to become directors and executive
officers.
Besides as disclosed above, none of the Company’s newly appointed officers and
directors have had any material direct or indirect interest in any of the
Company’s transactions or proposed transactions over the last two years.
Committee Appointments
As a result of recent departures from the Board and the new appointments, the
committees of the Board of Directors currently consist of the following members:
Committee.
Committee.
Nasdaq listing standards require that a majority of the Company’s 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. The Company’s Board
of Directors has determined that each of Messrs. Eshraghian, Pollack, and Spick
are “independent directors” as defined in the Nasdaq listing standards and
applicable
Item 8.01. Other Events
On
Interest Purchase and Transfer Agreement (the “Purchase Agreement”) with Ka Wai
Cheung,
the “Sellers”) and
company and sponsor of the Company (the “Sponsor”), pursuant to which WODI
purchased 100 membership interests in the Sponsor (the “Purchased Interests”)
from the Sellers, which constitutes 100% of the membership interests in the
Sponsor. The Sponsor holds 2,343,750 shares out of 2,443,750 shares of the
issued and outstanding shares of Class B Common Stock (the “Class B Common
Stock”) of the Company.
In connection with the purchase of the Purchased Interests, the officers and
members of the Board of Directors of the Company tendered their resignations (as
disclosed above) and WODI, as the holder of a majority of the Class B Common
Stock appointed
Directors of the Company.
The Class B Common Stock remain subject to the terms of the Letter Agreement
dated
Sponsor and the other parties thereto and are subject to all applicable lock-up
restrictions (as described in the Company’s registration statement on Form S-1
(File No.: 333-256511), under the Securities Act of 1933, as amended, relating
to the initial public offering of the Company).
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