Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Certain Officers and Directors
On February 9, 2023, (i) Whitney Bower resigned as Chairman and Chief Executive
Officer, (ii) Peter Low resigned as Chief Financial Officer and director and
(iii) Michael Alter and David Lang resigned as independent directors of Noble
Rock Acquisition Corporation (the "Company") effective immediately. None of
Messrs. Bower, Low, Alter or Lang advised the Company of any disagreement with
the Company on any matter relating to its operations, policies or practices.
Appointment of Certain Officers and Directors
On February 9, 2023, the Board of Directors (the "Board") of the Company
appointed Aemish Shah as the Chairman and Chief Executive Officer of the Company
and Manpreet Singh as Chief Financial Officer and a director of the Company.
The Board also appointed Joseph Tonnos, David Tanzer and Asad Zafar to serve as
directors of the Company. Each of Messrs. Tonnos, Tanzer and Zafar have been
determined by the Board to be an independent director under the listing rules of
the Nasdaq Stock Market.
The Board determined that the Class I Director will be Manpreet Singh, the Class
II Directors will be Aemish Shah and Joseph Tonnos and the Class III Directors
will be David Tanzer and Asad Zafar.
The Board also made certain committee appointments as follows:
The Audit Committee shall consist of Joseph Tonnos (Chair), David Tanzer, and
Asad Zafar.
The Compensation Committee shall consist of Asad Zafar (Chair), Joseph Tonnos,
and David Tanzer.
The Nominating and Corporate Governance Committee shall consist of David Tanzer
(Chair), Asad Zafar, and Joseph Tonnos.
Biographical information regarding the Officers and Directors is as follows:
Aemish Shah
Aemish Shah serves as Chief Executive Officer and Chairman of the Company. He
has served as a director of the Company since January 2021. Since January 2016,
Mr. Shah has been the Co-Founder and Managing Partner of General Global Capital
("GenGlobal"), a growth state technology investment firm focused on software and
financial technology companies with notable investments that include Carta,
SpaceX, SoFi, Impossible foods, Digital Ocean, Rubrik, Grab Inc., Figure
Technologies, Caastle, Avant/Amount and Postmates. Mr. Shah has over sixteen
years of experience as a technology investor and financial services banker. Over
the course of his career, he has worked on over twenty successful M&A
transactions with an aggregate value of over five billion dollars. Mr. Shah has
also served on numerous non-profit boards and currently works with TeacherCraft,
an EdTech non-profit focused on professional development. Mr. Shah began his
career with Pricewaterhouse Coopers as a Senior Associate in the financial
advisory practice. Mr. Shah graduated from Cornell University with a Bachelor of
Science in Operations Research and Industrial Engineering.
Manpreet Singh
Manpreet Singh CFA serves as Chief Financial Officer and a director of the
Company. From 2018 to the present, Mr. Singh has served as the CIO at Singh
Capital Partners ("SCP") where he is responsible for all investment decisions
and operations. In 2006, Mr. Singh became one of the youngest CFA charter
holders in the world and was profiled by the organization as its "Most
Ambitious" member. He serves on the numerous public, non-profit and private
company boards including Cemtrex (Nasdaq: CETX), Investcorp India Acquisition
Corp (Nasdaq: IVCA), AcquCo, PartsAvatar, Oats Overnights, US Inspect, Snowball
Industries, Shukr Investments, Suburban Hospital (John Hopkins Medicine) and
Dingman Center at the Smith School of Business. Mr. Singh received his MBA from
the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He
also holds a B.S. in Finance with a citation in Entrepreneurship from the
University of Maryland, College Park.
1
Joseph Tonnos
Joseph Tonnos serves as an independent director of the Company. Since March
2021, Mr. Tonnos has served as the Chief Financial Officer of GSR II Meteora
Acquisition Corp., a $317 million SPAC which announced a business combination
with Bitcoin Depot Inc. Since 2021, Mr. Tonnos has been a Principal and
Associate Portfolio Manager at Meteora Capital, an investment adviser
specializing in SPAC-related and illiquid investments. During 2021, Mr. Tonnos
also served as an Associate Portfolio Manager at Glazer Capital. From 2017 to
2021, Mr. Tonnos worked at Mistral Equity Partners, a consumer & retail focused
investment group as a Principal. From 2017 to 2022, Mr. Tonnos served as the
Senior Vice President of Haymaker I, II, and III, three special purpose
acquisition companies affiliated with Mistral Equity Partners. In the last five
years, he served or continues to serve on several boards, including Worldwise,
Inc., a privately held pet products company, Los Sundays Tequila, a lifestyle
beverage company, and Aether Diamonds, a carbon-negative diamond producer, among
others. Mr. Tonnos has also been a board observer of The Lovesac Company, Inc.
(NASDAQ: LOVE) from 2017 until 2021 and serves on the Board of Advisors at
Niagara University. Prior to Mistral, Mr. Tonnos served as an investment banker
at Bank of America Merrill Lynch and Lazard in the Consumer & Retail groups and
as a foreign exchange trader at CIBC Capital Markets. Mr. Tonnos received his
B.S. and M.B.A. from Niagara University, graduating magna cum laude.
David Tanzer
David Tanzer serves as an independent director of the Company. Currently, Mr.
Tanzer is a manager for Mercury FundingCo., LLC since June 2019, an executive
chairman of XGen Ai since March 2020, a board observer of Veransa Group since
December 2021, and a board observer of Open Road Integrated Media since December
2021. From 2019 to 2020, Mr. Tanzer was the Chief Executive Officer at TBD
Safety, LLC which sold personal emergency response system products. Prior to
that, Mr. Tanzer was Chief Executive Officer at LifeShield, LLC which sold home
security products from February 2017 to February 2018. In total, Mr. Tanzer has
over 35 years of experience in senior operating roles and investing in and
advising acquisition candidates and operating companies in industry sectors
including media, B2B SaaS, sustainability, real estate and AI/machine learning.
Mr. Tanzer has served on 10 boards, including Healthy Directions (an American
Securities Capital Partners portfolio company), CurtCo Robb Media (GE Capital)
and The Noodle Companies and its four operating subsidiaries. Mr. Tanzer has
provided M&A consulting services to leading private equity firms including
Blackstone Partners, Elevation Partners, Great Hill Partners, Insight Partners,
Lee Equity Partners, Madison Dearborn, Warburg Pincus and Zelnick Media, as well
as companies such as InterActiveCorp, NutriSystem, Publishers Clearinghouse, and
Scholastic. Mr. Tanzer received his B.A. from Harvard College, graduating magna
cum laude, and his MBA from Harvard Business School, where he was a Baker
Scholar.
Asad Zafar
Asad Zafar serves as an independent director of the Company. From September 2021
to present, Mr. Zafar has worked as a Portfolio Manager at Vitol. Prior to that,
Mr. Zafar worked as an analyst for Citadel Global Equities from July 2017 to
August 2020. From March 2015 to July 2017, Mr. Zafar worked at Karlin Asset
Management as managing director and portfolio manager. Throughout his career,
Mr. Zafar has directly managed over $1 billion in equity portfolios. Mr. Zafar
received his MBA from The Wharton School of the University of Pennsylvania where
he was a Joseph H. Lauder fellow and a B.A. from Ohio Wesleyan University where
he was a Presidential Scholar. Mr. Zafar holds the Chartered Financial Analyst
(CFA) designation, Certified in Quantitative Finance (CQF) designation and CPIM
(Certified in Product and Inventory Management) designation.
There are no arrangements or understandings pursuant to which such officers and
directors were selected. Further none of such officers or directors have a
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
2
© Edgar Online, source Glimpses