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Kernel Group Holdings, Inc. *

Kernel Group Holdings, Inc. *

Jan 14, 2021 by Matt Cianci

LIQUIDATION – 8/5/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be August 5, 2024.
    • The per-share redemption price will be approximately $10.80

The below-announced combination was terminated on 8/5/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: AIRO Group, Inc.

ENTERPRISE VALUE: $847 million
ANTICIPATED SYMBOL: AIRO

Kernel Group Holdings, Inc. proposes to combine with AIRO Group, Inc.

AIRO is a privately-held mid-market aerospace and defense company with offices in the US, Canada and the EU, providing innovative, industry-leading products and services via its four synergistic divisions: Advanced Avionics, Electric Air Mobility, Commercial Drones, and Training.

SUBSEQUENT EVENT – 6/25/24 – LINK

  • The Sponsor earnout was removed.

EXTENSION – 2/6/24 – LINK

  • The SPAC approved the extension from February 5, 2024 to August 5, 2024.
    • 5,806,608 shares were redeemed for $10.80 per share.
    • No contribution will be deposited into the trust account.

SUBSEQUENT EVENT – 11/28/23 – LINK

  • On November 27, 2023, the Company, Seller, and AIRO mutually terminated the FPA, rendering it null and void.
    • In exchange for this termination, ParentCo agreed to issue 50,000 shares of common stock to an entity chosen by Seller at the Business Combination closing, with specific registration rights attached to these shares.

SUBSEQUENT EVENT – 8/29/23 – LINK

  • The Company Stockholders shall have the contingent right to receive up to 33,000,000 shares of ParentCo Common Stock and (II) the Sponsor shall have the contingent right to receive up to 3,300,000 shares of ParentCo Common Stock (in the case of each of (I) and (II) (the “Earnout Shares”), as additional consideration from ParentCo based on ParentCo’s revenue and EBITDA performance, as follows:
    • (i) In the event ParentCo’s revenue for any full 12-month period (each an “Earnout Period”) commencing on or after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter following the Closing Date (the “Earnout End Date”, and the period between the Earnout Start Date and the Earnout End Date, the “Earnout Eligibility Period”) is greater than or equal to $42,600,000 for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares.
    • (ii) In the event ParentCo’s revenue for any Earnout Period is greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares.
    • (iii) In the event ParentCo’s revenue for any Earnout Period is greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 6,600,000 Earnout Shares and the Sponsor shall be issued 660,000 Earnout Shares.
    • (iv) In the event ParentCo’s EBITDA for any Earnout Period is greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 4,400,000 Earnout Shares and the Sponsor shall be issued 440,000 Earnout Shares.
    • (v) In the event ParentCo’s EBITDA for any Earnout Period is greater than or equal to $4,000,000 for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 4,400,000 Earnout Shares and the Sponsor shall be issued 440,000 Earnout Shares.
    • (vi) In the event ParentCo’s EBITDA for any Earnout Period is greater than or equal to $98,600,000 for the first time during the Earnout Eligibility Period, then, subject to the terms and conditions of this Agreement, ParentCo shall issue to each of the Company Stockholders such Company Stockholder’s Pro Rata Share of 4,400,000 Earnout Shares and the Sponsor shall be issued 440,000 Earnout Shares.”

EXTENSION – 8/4/23 – LINK

  • The SPAC approved the extension from August 5, 2023 to February 5, 2024.
    • 1,310,929 shares were redeemed for $10.37 per share.
    • $150K per month will be deposited into the trust account.

TRANSACTION

  • The proposed Transaction was unanimously approved by the boards of directors of all parties, at an expected combined pro forma enterprise value of approximately $847 million, assuming no redemptions of current Kernel public stockholders.
  • Kernel signed an agreement for an up to 7.7 million share backstop with Meteora.
  • At the closing of the transaction, Kernel security holders will receive equivalent securities in PubCo in exchange for their Kernel securities, and both Kernel and AIRO will become wholly-owned subsidiaries of PubCo. The
  • The proposed Transaction includes a contingent earnout payable to the AIRO stockholders and the sponsor.
  • The proposed Transaction is expected to be completed in Q3 2023

SPAC FUNDING

  • PIPE / Convertible Note Investment
    • The Business Combination Agreement requires Kernel to use its best efforts to seek and consummate subscription agreements and/or convertible note purchase agreements with investors in connection with a private placement of ParentCo’s common stock and/or relating to a private investment in ParentCo in the form of a convertible note, in either case on terms mutually agreeable to Kernel and AIRO Group Holdings acting reasonably.
  • Forward Purchase Agreement
  • The FPA was terminated – LINK
    • Kernel signed an agreement for an up to 7.7 million share backstop with Meteora.
      • At maturity, ParentCo has agreed to purchase those Shares from Meteora on a forward basis in a per Share price equal to the redemption price paid to public shareholders in the Redemption Offer (the “Redemption Price”).
      • Meteora may, at its discretion and at any time following the closing of the Transaction, provide an Optional Early Termination notice (“OET Notice”) and pay to the Combined Company the product of the Reset Price and the number of Shares listed on the OET Notice. The Reset Price under the FPA is $10.15 but is subject to reduction if Kernel or AIRO enter into any arrangements to sell Shares (or any other securities entitling a counterparty to Shares) at a price that is less than the then-existing Reset Price.
      • The FPA matures on the earlier to occur of
        • (a) three years after the closing of the Transaction
        • (b) the date specified by Meteora in a written notice delivered at Meteora’s discretion if
          • (i) the VWAP of the Shares during 30 out of 45 consecutive trading days is at or below $3 per Share
          • (ii) the Shares are delisted from a national securities exchange.
        • At maturity, an amount equal to $2.50 per Share that remains in the transaction, but no more than $2,500,000 in the aggregate, will be payable to Meteora in shares (the “Maturity Consideration”), and any remaining Shares subject to the FPA will be transferred to the Combined Company net of the Maturity Consideration due to Meteora.

EARNOUT

  • Company and Sponsor
    • Holders of AIRO Group Holdings’ securities shall also be entitled to receive from ParentCo, in the aggregate, additional shares of ParentCo common stock with an aggregate value of up to $330,000,000 in the event that for any full 12-month period (each an “Earnout Period”) commencing on or after the Closing Date (the “Earnout Start Date”) and ending on or before the last day of the thirteenth full calendar quarter following the Closing Date (the “Earnout End Date”, and the period between the Earnout Start Date and the Earnout End Date, the “Earnout Eligibility Period”) ParentCo’s revenue is
      • (i) greater than or equal to $42,600,000 for the first time during the Earnout Eligibility Period
      • (ii) greater than or equal to $141,400,000 for the first time during the Earnout Eligibility Period
      • (iii) greater than or equal to $358,900,000 for the first time during the Earnout Eligibility Period
        • then ParentCo shall issue to each of the stockholders of AIRO Group Holdings such stockholder’s pro rata share of Earnout Shares with a value equal to $66,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $6,600,000.
    • In the event that ParentCo’s EBITDA for any Earnout Period is
      • (i) greater than or equal to $(19,300,000) for the first time during the Earnout Eligibility Period
      • (ii) greater than or equal to $4,000,000 for the first time during the Earnout Eligibility Period
      • (iii) greater than or equal to $98,600,000 for the first time during the Earnout Eligibility Period
        • then ParentCo shall issue to each of the stockholders of AIRO Group Holding such stockholder’s pro rata share of Earnout Shares with a value equal to $44,000,000 and the Sponsor shall be issued Earnout Shares with a value equal to $4,400,000.
  • Amendment 8/29/23 (see SubEvent above for details) – The Company will be issued 33,000,000 Shares and the Sponsor will receive 3,300,000 Shares instead of an aggregate value of up to $330M and $33M – LINK
  • Amendment 6/25/24 – The Sponsor earnout was removed. – LINK

LOCK-UP

  • Company and Sponsor
    • A lock-up will be agreed upon before the Closing of the business combination

NOTABLE CONDITIONS TO CLOSING

  • At the Closing, Kernel having $50,000,000 in Unencumbered Cash, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions and any Transaction Expenses) and the proceeds of the PIPE/Convertible Note Investment, fifty percent (50%) of any net cash proceeds of any capital investment raise and/or convertible debt raise conducted by the Company during the period beginning on the effective date of the Business Combination and ending on the Closing Date, and any net cash proceeds of any executed agreements regarding a capital investment raise and/or convertible debt raise conducted by Kernel or ParentCo in which such cash proceeds are required to be paid to ParentCo during the thirty (30) day period beginning on the Closing Date.

NOTABLE CONDITIONS TO TERMINATION

  • By either Kernel and AIRO Group Holdings if any of the conditions to Closing have not been satisfied or waived by August 2, 2023 (the “Outside Date”)

ADVISORS

  • Citibank is serving as a lead capital markets advisor to Kernel.
  • Cohen & Company Capital Markets is serving as a lead capital markets advisor to Kernel.
  • Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to Kernel
  • Malone Bailey, LLP is serving as auditors to Kernel.
  • Dykema Gossett PLLC is serving as legal counsel to AIRO
  • BPM LLP is serving as auditors to AIRO.

EXTENSION – 2/6/23 – LINK

  • The SPAC approved the extension for up to six (6) one-month extensions to August 5, 2023.
    • $300k will be deposited into the trust account each month the SPAC extends,
    • 22,848,122 shares were redeemed for approximately $10.15/share

SUBSEQUENT EVENT – 1/3/23 – LINK

  • The original Sponsor has decided to sell its interest to VKSS Capital, LLC.
    • New Sponsor will purchase from the Original Sponsor 7,187,500 Class B ordinary shares of the Company (the “Class B Shares”), and 8,750,000 Private Placement Warrants, each of which is exercisable to purchase one Class A ordinary share of the Company, for an aggregate purchase price of $1.00 (the “Purchase Price”)
    • Upon the closing of the Initial Business Combination, New Sponsor shall also convey 2,000,000 Class B Shares to the equityholders of the Original Sponsor, as of the Effective Date, pro rata based on the Original Sponsor Equityholders’ underlying interest in the Company’s Class B Shares as of the Effective Date.
    • In addition to the payment of the Purchase Price, the New Sponsor also assumed the following obligations:
      • (i) responsibility for all of Company’s public company reporting obligations;
      • (ii) all other obligations of the Original Sponsor related to the Company;
      • (iii) shall settle the outstanding obligations set forth on Exhibit A of the Purchase Agreement with the parties named therein, subject to update by Mark Gross, Rakesh Tondon, Brett Northart and Mike Newbold (the “Initial Sponsor Founders”) two (2) business days prior to the closing of the Initial Business Combination; and
      • (iv) pay each of the Initial Sponsor Founders $250,000 and convey to each of the Initial Sponsor Founders 125,000 (one hundred twenty five thousand) Class B shares, as an advisor fee (“Advisor Fee”).

MANAGEMENT & BOARD

Executive Officers

Mark Gross, 57 [Resigned 1/3/23]
Chief Executive Officer and Director

Mark Gross is a food executive with more than 20 years of critical leadership experience, financial expertise and insight in leading business transformations. Mr. Gross is an experienced board member through his role on the board and as President and Chief Executive Officer of Supervalu, where he served from February 2016 to October 2018, and as Co-President of C&S, which is one of Forbes 15 largest private U.S. companies, where he served in various capacities from 1997 to 2006. Prior to his tenure at Supervalu, Mr. Gross led Surry Investment Advisors, a firm that he founded in 2006. From 2006 to 2015, he assisted grocery distributors and retailers on strategic and operational matters and consulted with private equity firms with respect to the food retail, distribution, and consumer packaged goods sectors. From 1997 to 2006, Mr. Gross held various positions at C&S, including Chief Financial Officer, General Counsel, President of affiliated retail grocery operations and Co-President from 2005-2006. From 1990 to 1997, Mr. Gross was an attorney in the Restructuring Group at Skadden, Arps, Slate Meagher and Flom LLP where he worked on mergers and acquisitions, restructurings, financings and bankruptcy reorganizations. Currently, Mr. Gross is the Audit Committee Chairman at Acosta, the leading full-service sales and marketing agency representing leading CPG brands and retailers; the Lead Independent Director and Audit Committee Chair of Tops Markets, a grocery retailer which has over $2 billion in annual revenue; and Audit Committee Chair of Southeastern Grocers, a grocery retailer which has over $7 billion in annual revenue. Mr. Gross earned his law degree from the University of Pennsylvania, graduating cum laude, and holds a BA from Dartmouth College, where he graduated with highest honors in his major.

Rakesh Tondon, 42 [Resigned 1/3/23]
Chief Financial Officer and Director Nominee

Rakesh Tondon is an agile, strategic senior executive with over 18 years of experience in finance, eCommerce and technology. Most recently, Mr. Tondon was the Co-Founder and Chief Executive Officer of Le Tote, a pioneer in the apparel and accessory rental space, which he led through a rapid growth period over its 8-year history. At Le Tote, Mr. Tondon served as the Chief Executive Officer and as a member of the board of directors from 2012 to 2020 and the president from 2019 to 2020, where he raised over $300 million of capital to grow the company and to fund its acquisition of Lord & Taylor, the oldest department store chain in the United States. In 2019, Mr. Tondon engineered and led the acquisition of Lord & Taylor, a chain with a 38-store footprint grossing over $1 billion in revenues with 4,000 employees. Previously, Mr. Tondon spent 12 years in technology banking, starting his career in JP Morgan’s Technology Media and Telecom group in New York in 2001, working on mergers and acquisitions, where he was until 2005. Mr. Tondon later moved to San Francisco to join Ridgecrest Capital in 2006, a boutique investment bank focused on the broader mobile and digital media spaces, where he was until 2012. Mr. Tondon holds a bachelor’s degree in Economics and Management from Wittenberg University.

Brett Northart, 36 [Resigned 1/3/23]
Chief Operating Officer and Director Nominee

Brett Northart is a technology entrepreneur and executive whose career has been focused on both building and advising rapidly growing companies within the eCommerce and software industries. Mr. Northart co-founded and served as President and as a member of the board of directors of Le Tote, the leading subscription rental service for everyday apparel and accessories, beginning in 2012 until 2020. Le Tote created an entirely new category in eCommerce and built proprietary tools and technology enabling reverse logistics, modern warehouse management and personalization at scale. At Le Tote, Mr. Northart assembled and scaled teams and led all technology and product development. While at Le Tote, along with Mr. Tondon, Mr. Northart initiated, structured and led the acquisition of Lord & Taylor, the oldest department store chain in the United States grossing over $1 billion in revenues with 4,000 employees in 2019. Brett also served as Chief Digital Officer of Lord & Taylor from 2019 to 2020, focused on transforming the digital experience, modernizing the technology stack and increasing the overall eCommerce penetration. Mr. Northart has raised over $300 million in capital from top-tier venture capital and private equity firms such as Google Ventures, Andreessen Horowitz, Y Combinator, Wells Fargo and The Carlyle Group. Prior to founding Le Tote, Mr. Northart worked as an investment banker at Ridgecrest Capital Partners from 2009 to 2012 where he executed a variety of M&A transactions and capital raises for technology companies. Mr. Northart began his career in the Private Equity Group at Bainbridge Capital in 2007, followed by his role as an analyst in the Technology Investment Banking group at Stifel from 2008 to 2009. Mr. Northart holds bachelor’s degrees in Political Science & Economics from the University of California, San Diego.

Vivek Paul, 62 [Resigned 1/3/23]
Chief Investment Officer

Vivek Paul is an executive, entrepreneur and investor with more than 35 years of experience in operational leadership, technology, and private equity. Mr. Paul has served as an Adjunct Professor at the Stanford University School of Medicine since 2012, where he co-founded the Microbiome Alliance in 2012 that sparked research into an emerging area. Mr. Paul co-founded KineticGlue, an enterprise social media company, in 2008, and led it till its sale in 2013. Mr. Paul was an investing Partner at TPG Capital from 2005 to 2008, where he participated in multiple funds and co-founded the growth equity fund. From 2000 to 2005, Mr. Paul was Vice Chairman of Wipro (NYSE:WIT), and Chief Executive Officer of Wipro Technologies, where he led the business to significant growth, leading to its listing on the New York Stock Exchange. Mr. Paul was recognized by Barron’s in 2005 as among the 30 “World’s Most Respected CEO’s”. Prior to his tenure at Wipro, Mr. Paul led General Electric’s (NYSE:GE) Global CT Business, where he established a global development base, resulting in a major technology breakthrough that led General Electric to substantial share gains, and sparked growth in that industry. From 1985 to 1989, Mr. Paul worked at Bain & Co. as a Consultant and Case Team Leader, and from 1982 to 1985 at PepsiCo in mergers and acquisitions. Mr. Paul has served on the board of Taylor Farms since 2016 and has served on public, private and non-profit Boards, including Electronic Arts (Nasdaq:EA), where he chaired the Chief Executive Officer search committee, California Chamber of Commerce and Advisory Council for the Federal Reserve Bank of San Francisco. Mr. Paul holds bachelor’s degrees in Engineering and Electronics Engineering from the Birla Institute of Technology and an MBA from the University of Massachusetts.

Mike Newbold, 62 [Resigned 1/3/23]
Chief Administrative Officer

Mike Newbold is an experienced senior executive who now operates as an independent consultant to financial sponsors and companies primarily in the consumer, retail, wholesale and distribution space as the owner and principal consultant of TIDAN, LLC since March 2019. As Executive Vice President of Strategy and Corporate Development at C&S, the nation’s then-largest grocery wholesaler, from November 2005 to February 2019, Mr. Newbold oversaw all strategy, mergers and acquisitions and large customer-facing transactions and was central to all organic and inorganic growth initiatives, having led diligence efforts and negotiated and executed on a number of critical acquisitions. Early in his career at C&S, Mike built the legal team as Chief Legal Officer, a position he held from 2005 to 2017. From 2011 to 2014, Mr. Newbold was the Chief Administrative Officer, which included managing a finance team of over 200 employees and acting as Chief Financial Officer. Prior to C&S, Mr. Newbold was the Chief Legal Officer for Wipro Technologies (NYSE:WIT), a leader in IT and business process outsourcing, where he served from November 1999 to October 2005 (inclusive of tenure with predecessor company NerveWire Inc.). Mr. Newbold currently sits on the board of directors of Lipari Foods, a leading specialty food wholesaler and manufacturer with over $1 billion in revenues. Mr. Newbold earned a bachelor of arts, cum laude, from Yale University and a JD, with honors, from Duke University.

Surendra Ajjarapu, — [Appointed 1/3/23]
Chief Executive Officer

Mr. Ajjarapu has served as Chairman of the Board, Chief Executive Officer and Secretary of Trxade Group, Inc., (NASDAQ: MEDS) a Delaware corporation, and its predecessor company since July 2010 and is a director of Oceantech Acquisition I Corp., traded on Nasdaq under the symbol “OTECU.” Mr. Ajjarapu has also served as Chief Executive Officer and Chairman of Aesther Healthcare Acquisition Corp. since 2021. Since March 2018, Mr. Ajjarapu has served as Executive Chairman of the Board of Kano Energy Corp., a company involved in the development of renewable natural gas sites in the United States. Mr. Ajjarapu was a Founder and served as Chief Executive Officer and Chairman of the Board of Sansur Renewable Energy, Inc., a company involved in developing wind power sites in the Midwest of the United States, from March 2009 to December 2012. Mr. Ajjarapu was also a Founder, President and Director of Aemetis, Inc., a biofuels company (NASDAQ: AMTX), and a Founder, Chairman and Chief Executive Officer of International Biofuels, a subsidiary of Aemetis, Inc., from January 2006 to March 2009. Mr. Ajjarapu was Co-Founder, Chief Operations Officer, and Director of Global Information Technology, Inc., an IT outsourcing and systems design company, headquartered in Tampa, Florida with major operations in India. Mr. Ajjarapu graduated from South Dakota State University with a M.S. in Environmental Engineering, and from the University of South Florida with an M.B.A., specializing in International Finance and Management. Mr. Ajjarapu is also a graduate of the Venture Capital and Private Equity program at Harvard University.

Howard Doss, — [Appointed 1/3/23]
Chief Financial Officer

Mr. Howard A. Doss, is a seasoned chief financial officer and accountant. He has served as Chief Financial Officer of Aesther Healthcare Acquisition Corp. since 2021. He has also served as chief financial officer of TRxADE HEALTH, INC., an online marketplace for health traded on Nasdaq under the symbol “MEDS.” Mr. Doss has served in a variety of capacities with accounting and investment firms. He joined the staff of Seidman & Seidman (BDO Seidman, Dallas) in 1977 and, in 1980, he joined the investment firm Van Kampen Investments, opening the firm’s southeast office in Tampa, Florida in 1982. He remained with the firm until 1996 when he joined Franklin Templeton to develop corporate retirement plan distribution. After working for the Principal Financial Group office in Tampa, Florida, Mr. Doss was City Executive for U.S. Trust in Sarasota, Florida, responsible for high net worth individuals. He retired from that position in 2009. He served as CFO and Director for Sansur Renewable Energy an alternative energy development company, from 2010 to 2012. Mr. Doss has also served as President of STARadio Corp. since 2005. Mr. Doss is a member of the America Institute of CPA’s. He is a graduate of Illinois Wesleyan University.

Board of Directors

Chris Farrell, 54 [Resigned 1/3/23]
Director

Mr. Farrell currently serves as a senior executive with 30 years of experience, 20 as an investment banker and 10 years as a corporate officer in the consumer and retail sectors across Strategy, M&A and Investor Relations, both in the U.S. and internationally. Mr. Farrell has helped drive significant value for companies negotiating through high growth and industry consolidation cycles. Currently, he is the Global Head of M&A at AholdDelhaize. AholdDelhaize is an international food retailer headquartered in Amsterdam with approximately $75 billion in annual revenue. In 2020, Mr. Farrell led the announced acquisitions of selected assets from Southeastern Grocers and the acquisition of Fresh Direct. Mr. Farrell joined AholdDelhaize in 2018, having previously worked at Delhaize Group, the international food retailer based in Brussels that merged with Ahold. Prior to AholdDelhaize, he served as Chief Strategy Officer of ABG from 2016 to 2017, where he was responsible for all M&A activities and served on the Executive Committee. From 2011 to 2015, Mr. Farrell led the key areas of value creation, Strategy, M&A and Investor Relations at Delhaize Group, during the most significant period of change in the company’s 150 year history. This culminated with the merger of equals between Ahold and Delhaize announced in June 2015. With a combined market capitalization of approximately $31 billion, the transaction is the largest ever merger in food retail. From 2010 to 2011, Mr. Farrell was head of Corporate Development at Interline Brands. Prior to his corporate experience, Mr. Farrell spent 20 years as an investment banker, lasty as a Managing Director in the Global Retail and Consumer Group at UBS. During his career as a banker he focused on providing advice to clients on M&A and corporate finance. His deal experience as a banker included transactions in Asia, Europe, Latin America and the United States. Mr. Farrell earned an MBA in Finance from Fordham University and a BA in Economics from Stetson University.

Dee Dee Sklar, 70 [Resigned 1/3/23]
Director

Ms. Sklar is a seasoned banking executive with over 40 years of experience in the financial services industry. Ms. Sklar’s diverse and global leadership experience spans across all functions and segments of the industry, and has allowed her to build an extensive network that includes C-suite and Board members across leading private equity and alternative investment management firms, banks and insurance companies. Most recently, Ms. Sklar served as Vice Chair and Head of Subscription Finance at Wells Fargo from 2012 to 2019, where she helped build the bank into the leading global provider of subscription financing. During her tenure, Ms. Sklar drove over 20% compounded annual growth in balance sheet assets and revenues within the subscription finance franchise, establishing a $600 million revenue business by the end of 2019. Ms. Sklar’s clients included top tier managers such as Blackrock, Goldman Sachs and PIMCO, among others. During her time at Wells Fargo, Ms. Sklar also held various corporate governance and leadership positions including Co-Head of the New York Women’s Network. Ms. Sklar is the Founder and current Co-Global Chair of Women in Fund Finance and continues to hold global roles with the Fund Finance Association. Ms. Sklar currently serves as a Business Advisory Board member of Tealbook, a Canadian headquartered global leader in AI supply chain technology, and as a Senior Advisor to 17Capital. Prior to her time at Wells Fargo, Ms. Sklar worked at WestLB AG, a European global bank from 2000 to 2012, serving as the Head of Financial Institutions Americas and Global Head of Fund Finance from 2004 to 2012. Ms. Sklar led the negotiations of WestLB’s sale of its global funds business to Wells Fargo. During her eight years at WestLB, Ms. Sklar oversaw the firm’s fund finance business across the U.S., Europe, Asia and Latin America and led the origination of over $70 billion of fund financing for global private equity funds. Prior to joining WestLB, Ms. Sklar was a senior securitization banker at Rothschild Inc. from 1994 to 2000. Ms. Sklar earned a BS from the University of Tennessee.

Ron Meyer, 76 [Resigned 1/3/23]
Director

Mr. Meyer previously served as Vice Chairman of NBCUniversal from 2013 to 2020. During his tenure with NBCUniversal, Mr. Meyer also served as President and Chief Operating Officer of Universal Studios from 1995 to 2013. With 18 years in the position, Meyer was the longest-serving chief of a major motion picture company in the history of Hollywood. Mr. Meyer is also the co-founder of Creative Artists Agency (CAA) and served as President from 1975 to 1995.

Michael Peterson, 76 [Appointed 1/3/23]
Director

Mr. Peterson commenced serving as President, Chief Executive Officer and as a member of the Board of Directors of Lafayette Energy Corp. in April 2022.  Since September 2021 Mr. Peterson has served as a member of the Board of Directors, Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee of Aesther Healthcare Acquisition Corp. (Nasdaq:AEHA), a special purpose acquisition company which has entered into a merger agreement to acquire a biopharmaceutical company and is expected to serve as an independent director of the merged company. Mr. Peterson has served as the president of Nevo Motors, Inc. since December 2020, which was established to commercialize a range extender generator technology for the heavy-duty electric vehicle market but is currently non-operational. Since May 2022, Mr. Peterson has served as a member of the Board of Directors and as the Chairperson of the Audit Committee of Trio Petroleum Corp., an oil and gas exploration and development company which is in the process of going public, since February 2021, Mr. Peterson has served on the board of directors and as the Chairman of the Audit Committee of Indonesia Energy Corporation Limited (NYSE American: INDO). Mr. Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei, Taiwan from June 2018 to June 2021. Mr. Peterson served as an independent member of the Board of Directors of TRxADE HEALTH, Inc. (formerly Trxade Group, Inc.) from August 2016 to May 2021 (Nasdaq:MEDS). Mr. Peterson served as the Chief Executive Officer of PEDEVCO Corp. (NYSE American:PED), a public company engaged primarily in the acquisition, exploration, development and production of oil and natural gas shale plays in the US from May 2016 to May 2018. Mr. Peterson served as Chief Financial Officer of PEDEVCO between July 2012 and May 2016, and as Executive Vice President of Pacific Energy Development (PEDEVCO’s predecessor) from July 2012 to October 2014, and as PEDEVCO’s President from October 2014 to May 2018. Mr. Peterson joined Pacific Energy Development as its Executive Vice President in September 2011, assumed the additional office of Chief Financial Officer in June 2012, and served as a member of its board of directors from July 2012 to September 2013. Mr. Peterson formerly served as Interim President and CEO (from June 2009 to December 2011) and as director (from May 2008 to December 2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis, Inc. (formerly AE Biofuels Inc.), a Cupertino, California-based global advanced biofuels and renewable commodity chemicals company (NASDAQ:AMTX), and as Chairman and Chief Executive Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen Energy, Inc.), a Cupertino, California-based developer of utility-scale solar farms which he helped form in December 2008 (from December 2008 to July 2012). From 2005 to 2006, Mr. Peterson served as a managing partner of American Institutional Partners, a venture investment fund based in Salt Lake City. From 2000 to 2004, he served as a First Vice President at Merrill Lynch, where he helped establish a new private client services division to work exclusively with high-net-worth investors. From September 1989 to January 2000, Mr. Peterson was employed by Goldman Sachs & Co. in a variety of positions and roles, including as a Vice President. Mr. Peterson received his MBA at the Marriott School of Management and a BS in statistics/computer science from Brigham Young University.

Donald Fell, 76 [Appointed 1/3/23]
Director

Mr. Donald G. Fell, brings along a wealth of experience in the field of economics and business to the Company. Mr. Fell has served as an independent director of Aesther Healthcare Acquisition Corp. since 2021 and TRxADE HEALTH, INC since January 2014, as well as a director of Trxade Nevada since December 2013. He is presently Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct professor of economics for the University of Colorado, Colorado Springs. Mr. Fell held positions with the University of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the Public Policy Institute from 1995 to 2012. Mr. Fell was also a visiting professor at the University of LaRochelle, France, and an adjunct professor of economics at both Illinois State University and The Ohio State University. Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University and is all but dissertation (ABD) in economics from Illinois State University. Through his work with the Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has overseen graduate institutes on economic policy and environmental economics in 44 states, throughout Canada, the Islands and Eastern Europe.

Venkatesh Srinivas, 76 [Appointed 1/3/23]
Director

Mr. Venkatesh Srinivasan has a tremendous amount of experience in the pharmaceutical industry and currently serves as President of Micro Labs USA and previously served as President of Rising Pharma, USA and as President and CEO of Ascend Laboratories, USA where he grew the business, building a new team and strengthening processes and systems. In addition, Mr. Srinivasan served as a Director at Pfizer India. Mr. Mr. Venkatesh Srinivasan has been serving as an independent director of Aesther Healthcare Acquisition Corp. since 2021.

Siva Srinivasan, 76 [Appointed 1/3/23]
Director

Mr. Siva Saravanan has more than 20 years of experience steering digital strategies and technology solutions for businesses. Mr. Saravanan is the Chief Digital Officer at Wavestone US, helping Fortune 1000 business and technology leaders accelerate digital transformation. Prior to joining Wavestone US, Siva was Chief Information Officer and SVP of Business Operations at Reviver, an exciting IoT start-up that creates connected digital license plates to enable true autonomous driving. He designed customer digital experiences, unified commerce, supply chain, field service operations and the digital agenda for Reviver. Siva was also VP for IT Digital Transformation and Program Delivery at Aristocrat Technologies. While at Aristocrat Technologies, he led the transformation of business systems for a leading high-tech gaming manufacturer. Siva spent many years at Verifone as a Senior Director supporting technology operations in 40+ countries and also taking on delivery responsibilities. At VeriFone, he built a world-class global integrated supply chain network for agility and efficiency. Mr. Saravanan holds a M.S. in Systems Engineering from Tennessee State University and B.S in Mechanical Engineering from Annamalai University in Chidambaram, India. He is also on the Advisory Board of NishTech Inc., a digital commerce company and the Advisory Council of George Washington University School of Business Digital Program. Siva is a member of Forbes Technology Council contributing regularly. Mr. Siva Saravanan has been serving as an independent director of Aesther Healthcare Acquisition Corp. since 2021.

ByMatt Cianci