Athena Consumer Acquisition Corp. *

PROPOSED BUSINESS COMBINATION: Next.e.GO Mobile

ENTERPRISE VALUE: $931 Million

ANTICIPATED SYMBOL: EGOX

Athena Consumer Acquisition Corp. proposes to combine with Next.e.GO Mobile.

e.GO, headquartered in Aachen, Germany, designs and manufactures battery electric vehicles for the urban environment, with a focus on convenience, reliability, and affordability. e.GO has developed a disruptive solution for producing its electric vehicles using proprietary technologies and low-cost MicroFactories, and has vehicles already on the road today. e.GO is helping cities and their inhabitants improve the way they get around and is making clean and convenient urban mobility a reality.

SUBSEQUENT EVENT – 9/11/23 – LINK

• On September 8, 2023, Athena and e.GO made changes to their agreement (Fifth Amendment) to clarify how the warrant exchange will happen when they finalize the Business Combination (Closing).
  • The changes need to be approved by Athena’s warrant holders.
• On September 11, 2023, Athena and e.GO made changes to their Business Combination Agreement.
  • The changes were made to include the possibility of listing TopCo Shares on Nasdaq after the Closing.

SUBSEQUENT EVENT – 8/28/23 – LINK

Fourth Amendment to the Business Combination Agreement

• Warrant Exchange
  • Prior to the amendment, the BCA provided that each outstanding warrant would be converted into cash for €0.12 per share.
  • The amendment instead provides the warrant to be exchanged for 0.175 shares of Class A Common Stock which is exchanged for EGOX shares at closing.
• Revised Form of Earn-out Agreement
  • 30 million total earnout shares
    • 20 million released in 4 equal tranches: $12.50, $15.00, $20.00 and $25.00
    • Remaining 10 million shares will be released after a 12-month lock-up.

EXTENSION – 7/19/23 – LINK

• The SPAC approved the extension from July 22, 2023 to October 22, 2023.
  • 1,082,596 shares were redeemed for $10.67 per share.
  • $60K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 7/6/23 – LINK

• Amendments to the Business Combination Agreement:
  • (1) Company Lock-ups –
    • The Business Combination Agreement previously required all of e.GO’s shareholders and convertible loan lenders to enter into lock-up agreements pursuant to which they agreed not to effect any sale of TopCo equity securities issued to them at the closing until the date that is six months after the closing. Pursuant to the Amendment, such requirement was reduced to restrict the sale of 75% of the pro forma share capital of e.GO on a fully diluted basis.
  • (2) Treatment of Class B Shares –
    • In connection with the closing of the Business Combination and subject to the approval of Athena’s stockholders, each issued and outstanding share of Athena’s Class B common stock will be converted into 1.05 TopCo ordinary shares, or a conversion of 8,050,000 shares into 8,452,500 shares.
  • (3) Outside Date –
    • The outside date to terminate the Business Combination Agreement was extended from June 30, 2023 to September 30, 2023.
• Notes Purchase Agreement:
  • e.GO issued senior secured notes with an initial principal amount of $75 million under a note purchase and guaranty agreement between e.GO as issuer, TopCo, E.GO – The Urban Movement GmbH, Next.e.GO Sales & Services GmbH and Merger Sub as guarantors, Echo IP Series 1 LLC as collateral agent, UMB Bank, N.A. as note administrative agent, and certain funds managed by Western Asset Management Company as investment manager.
  • After deducting original issue discount, cost of issuance, insurance costs, deposit to interest reserve account and the repayment of the outstanding principal amount of the Bridge Financing, e.GO received net proceeds in the amount of $46.77 million.
  • The Note Purchase Agreement contemplates a potential additional issue in the amount of up to $25 million.
  • The Senior Secured Notes bear interest from the date of issue at the fixed rate of 9.75% per annum. Interest on the Senior Secured Notes will be payable on the 15th day of each September, December, March and June, beginning on September 15, 2023 and on the maturity date, provided that, with respect to the first four interest payments due following the issue, interest has been prepaid.
  • The Senior Secured Notes are scheduled to mature on June 30, 2027.
  • Prior to maturity, the Senior Secured Notes are subject to early repayment upon acceleration after the occurrence of an event of default under the Note Purchase Agreement or termination of the Note Purchase Agreement.
  • Subject to the payment of a certain premium, the Senior Secured Notes may also be redeemed early in the event of a voluntary prepayment possible starting twelve months following the issue or mandatory prepayment.
  • Mandatory prepayment applies in the event the insurance policy taken out in relation to the Senior Secured Notes is terminated, cancelled or modified in writing for any reason or if e.GO shall dispute in writing the validity of such insurance policy or its liability for coverage thereunder.
  • As an incentive for the note purchasers to enter into the Note Purchase Agreement, the note purchasers have received 500,000 warrants with a ten year duration to purchase 500,000 TopCo ordinary shares at nominal value on the date of exercise.

EXTENSION – 12/22/22 – LINK

• The SPAC approved the extension from January 22, 2023 to July 22, 2023.
  • 20,951,064 shares were redeemed.
  • $0.055/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 10/5/22 – LINK

• On September 29, 2022, Athena, TopCo, e.GO and Vellar Opportunity Fund SPV LLC – Series 3 entered into an agreement for an OTC Equity Prepaid Forward Transaction
  • Seller intends, but is not obligated, to purchase:
    • (a) through a broker in the open market, shares of Class A common stock after the date of the Forward Purchase Agreement from holders of Shares who have redeemed or indicated an interest in redeeming Shares (the “Recycled Shares“)
    • (b) Shares in issuance from Athena.( the “Additional Shares”
  • The aggregate total Subject Shares (Recycled + Additional) shall be no more than 15,000,000, and the aggregate total Additional Shares that may be purchased shall not exceed the difference of the Maximum Number of Shares and the Recycled Shares. Subject to the Shares purchased in connection with the Share Consideration, the aggregate total number of shares under the Forward Purchase Agreement will be the sum of
    • (a) the number of Recycled Shares and
    • (b) the number of Additional Shares, but in no event more than the Maximum Number of Shares.
• The seller has agreed to hold the Subject Shares in a bankruptcy remote special purpose vehicle for the benefit of e.GO.
  • Seller also may not beneficially own greater than 9.9% of the Shares on a post-combination pro forma basis.
  • Athena and TopCo have agreed that any proceeds from any sale of Shares subject to the Forward Purchase Agreement may be used by the Seller to recoup any and all fees owed to the Seller under the credit agreement
• The Forward Purchase Agreement provides that no later than the earlier of:
  • (a) one local business day after the closing of the Business Combination and
  • (b) the date any assets from Athena’s trust account are disbursed in connection with the Business Combination, Seller shall be paid directly, out of the funds held in Athena’s trust account, an amount equal to
    • (i) the redemption price per share indicated to investors ahead of Athena’s redemption notice deadline multiplied by the number of Recycled Shares, minus
    • (ii) 10% of such amount (the “Leakage Amount”)
• Athena shall pay directly from Athena’s trust account an amount equal to the product of 1,500,000 multiplied by the Redemption Price, for the purpose of repayment of Seller having purchased, prior to the Closing, Shares from third parties in the open market through a broker in connection with the Share Consideration, which Shares shall not be included in the Number of Shares in the Forward Purchase Agreement, and shall be free and clear of all obligations of Seller in connection with the Forward Purchase Agreement.
• From time to time following the Closing, Seller, in its discretion, may sell the Subject Shares without payment obligation to TopCo until such time as the proceeds from the sales equal
  • (i) 10% of the product of the Number of Shares and the Initial Price or
  • (ii) in the case of an Event of Default under the Bridge Loan Agreement, all amounts that are due to Seller under such agreement.
• Seller may, in its discretion, sell Subject Shares, the effect of which is to terminate the Forward Purchase Agreement in respect of such Subject Shares sold (the “Terminated Shares”).
  • Athena before the Closing or TopCo following the Closing shall be entitled to proceeds from such sales of Terminated Shares (other than any Subject Shares sold in Shortfall Sales) equal to the product of
    • (x) the number of Terminated Shares multiplied by (y) the Reset Price.
  • Following the Closing, the reset price will initially be the per share Redemption Price but will be adjusted on the first scheduled trading day of each month commencing on the first calendar month following the Closing to the lowest of
    • (a) the then-current Reset Price
    • (b) $10.00 and
    • (c) the volume weighted average price of the Shares of the last trading day immediately prior to the applicable Reset Date, but not lower than $4.00;
    • provided, however, that to the extent Athena, TopCo or e.GO sells, enters any agreement to sell, or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of Athena or TopCo or any of their respective subsidiaries which would entitle the holder thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instruments that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares, at an effective price per share less than the then existing Reset Price, then the Reset Price shall be modified to equal such reduced price.
• The maturity date will be the second anniversary of the Closing.
  • Upon the occurrence of the Maturity Date, TopCo is obligated to pay to Seller an amount equal to the product of
    • (a) (x) the Maximum Number of Shares less (y) the number of Terminated Shares multiplied by (b) $2.50 (the “Maturity Consideration”).
  • The Maturity Consideration shall be payable by TopCo, in cash or Shares at its sole discretion, equal to
    • (a) in the case of cash, the product of the Maximum Number of Shares less the Terminated Shares, except if such Shares were sold and the sale proceeds were applied to
      • (i) outstanding Leakage Amounts or
      • (ii) in the case of an Event of Default under the Bridge Loan Agreement any amounts outstanding thereunder and any fees, costs or expenses of the Borrower (as defined in the Bridge Loan Agreement) and $2.50 and
    • (b) in the case of Shares, such a Number of Shares with a value equal to the product of the Maximum Number of Shares less any Shares sold, except if such Shares were sold and the sale proceeds were applied to
      • (i) outstanding Leakage Amounts or
      • (ii) in the case of an Event of Default under the Bridge Loan Agreement any amounts outstanding thereunder, and $2.50 divided by the VWAP Price of the Shares for the lower of the last 30 trading days and 10 trading days prior to the Maturity Date.
• The Forward Purchase Agreement may be terminated if any of the following events occurs
  • (a) failure to consummate the Business Combination on or before the Agreement End Date (as defined in the Business Combination Agreement, as such Agreement End Date may be amended or extended from time to time),
  • (b) termination of the Business Combination Agreement prior to the Closing and
  • (c) the Shares are involved in a delisting on the relevant exchange and are not immediately re-listed, save for any transactions contemplated by the Business Combination Agreement.
• Upon such a termination event, a break-up fee is payable to Seller (a) by e.GO or (b) by TopCo following the Closing equal to
  • (i) all of Seller’s fees, costs and expenses relating to the Business Combination in an amount not to exceed $75,000 plus
  • (ii) $3,000,000 in the event the Business Combination is terminated or otherwise uncompleted for reasons solely attributable to e.GO.

SUBSEQUENT EVENT – 10/3/22 – LINK

• Bridge Financing
  • The Bridge Financing provides interim financing to e.GO related to its ongoing operations of up to an aggregate principal amount of $15,000,000.00, available in three borrowings, with a maturity date being the earlier of
    • (a) a date that is nine months after the closing of the first borrowing and
    • (b) the closing of the Business Combination (the “Maturity Date”)
  • The Bridge Financing will bear interest at a rate per annum equal to 1.00% (the “Interest”).
  • e.GO will be obligated to pay an amount equal to $4,500,000 minus the amount of all Interest accrued under the Bridge Financing (paid or payable), excluding any default interest paid, as the case may be, until the time of repayment or prepayment of the Bridge Financing, which payment will be due and payable on the earliest to occur of
    • (i) the Maturity Date
    • (ii) the date on which the loans under the Bridge Financing have been accelerated as the result of an event of default having occurred and continuing and
    • (iii) the repayment in full of all obligations under the Bridge Financing
  • If there is a termination, cancellation, default or anticipatory repudiation of the Business Combination Agreement by any party thereto for any reason, the Fixed Payment will be paid in cash; otherwise, it will be paid as follows:
    • (A) $2,750,000 in cash and
    • (B) the remainder will be paid in other property acceptable to the lenders under the Bridge Financing, including, potentially, shares of Athena following the consummation of the merger associated with the Business Combination, at such times determined by the lenders in their sole discretion.
  • The outstanding principal amount of the loans under the Bridge Financing, together with accrued and unpaid interest in respect thereof, the Fixed Payment and all fees, costs and expenses under the Bridge Financing, will become immediately due and payable upon:
    • (A) the receipt by e.GO of the proceeds from any other issuance of indebtedness, issuance of equity securities or sale of assets outside of its ordinary course of business
    • (B) the voluntary termination of the commitments prior to the first borrowing under the Bridge Financing, if such termination has been approved in writing by the independent directors of e.GO
    • (C) the termination, cancellation, default or anticipatory repudiation of the Business Combination Agreement by any party thereto for any reason.
• Treatment of Athena Class B Common Stock
  • Each share of Athena Class B Common Stock will be automatically cancelled and extinguished and converted into a number of shares of common stock, par value $0.0001 per share, of Athena as the surviving company after the merger, calculated as the sum of (x) one plus (y) the lower of (a) the total amount actually funded under the Bridge Financing by the time of the merger divided by $15,000,000 and multiplied by one-fifth and (b) one-fifth.
• Outside Date
  • The outside date to terminate the Business Combination Agreement was extended from April 30, 2023 to June 30, 2023.
• Sponsor Letter Agreement
  • The parties agreed to amend the Sponsor Letter Agreement so that 75%, rather than all, of the ordinary shares, to be issued to the Sponsor in connection with the Business Combination will be subject to the lock-up restrictions set forth in the Sponsor Letter Agreement.

TRANSACTION

• The Transaction is anticipated to generate gross proceeds of up to approximately $285 million of cash, before the impact of potential redemptions by Athena’s public stockholders.
• The pro forma implied enterprise value of the combined company is $913 million.
• The implied pre-money market capitalization of e.GO is approximately $800 million
  • Including a share performance-based earn-out for e.GO shareholders of 30 million shares.

PIPE

• There is no PIPE for this transaction

EARNOUT

•  A share performance-based earn-out for e.GO shareholders of 30 million shares over a five-year period.
  • 5 million shares will invest at each price threshold of $12.50, $15.00, $20.00, $25.00, $30.00, $35.00
• Revised Form of Earn-out Agreement – LINK
  • 30 million total earnout shares
    • 20 million released in 4 equal tranches: $12.50, $15.00, $20.00 and $25.00
    • Remaining 10 million shares will be released after a 12-month lock-up.

LOCK-UP

• Company and Sponsor
  • Six months from the Closing Date
• Subsequent Event
  • The parties agreed to amend the Sponsor Letter Agreement so that 75%, rather than all, of the ordinary shares, to be issued to the Sponsor in connection with the Business Combination will be subject to the lock-up restrictions set forth in the Sponsor Letter Agreement.

NOTABLE CONDITIONS TO CLOSING

• Any proceeds received by e.GO from any other debt, convertible, structured equity, or equity financing, is equal to at least $50 million (the “Minimum Cash Condition”).

NOTABLE CONDITIONS TO TERMINATION

• By either Athena or e.GO if the Business Combination is not consummated by April 30, 2023 (an “Outside Date Termination Event”)
  • Subsequent Event – Outside Date
    • The outside date to terminate the Business Combination Agreement was extended from April 30, 2023 to June 30, 2023.
    • The outside date to terminate the Business Combination Agreement was extended from June 30, 2023 to September 30, 2023.
• By either Athena or e.GO if any governmental authority has issued a governmental order or taken any other action enjoining, restraining or otherwise prohibiting the Business Combination and such order has become final and nonappealable
• In the event that the Business Combination Agreement is terminated by e.GO or Athena pursuant to an Athena Breach Termination Event or e.GO Breach Termination Event, respectively, the breaching party will be required to pay the non-breaching party a $3,000,000 termination fee (the “Termination Fee”) upon termination.

ADVISORS

• Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), served as financial and capital markets advisors to Athena.
• Morgan, Lewis & Bockius LLP served as legal counsel to CCM.
• Sullivan & Cromwell LLP served as legal counsel to e.GO.
• White & Case LLP served as legal counsel to Athena.

MANAGEMENT & BOARD

Executive Officers

Jane Park, 50
Chief Executive Officer

Ms. Park is the founder of TokkiWrap LLC (dba Tokki), a Seattle-based sustainable gifting technology company that offers a unique patent pending social gifting experience. Since launching Tokki in September of 2019, Ms. Park has served as the company’s Chief Executive Officer.  Prior to founding Tokki, Ms. Park was the CEO and Founder of Julep, an on-line first beauty brand distributed that gained national distribution at Sephora, Nordstrom, Ulta and Target. A disruptor in the beauty space, Julep innovated rapidly by co-creating with its customers through social media and personalizing offerings to each subscriber. Ms. Park successfully raised venture capital financing from Silicon Valley firms including Andreessen Horowitz, and led Julep to an exit in 2016 to a beauty rollup funded by Warburg Pincus. Ms. Park was also an executive at Starbucks in the New Ventures division where she launched new consumer businesses. She was also a leader at the Boston Consulting Group in the Retail and Consumer Goods practice group, and a founding director of the CEO Forum for Education and Technology with luminaires such as Steve Jobs (CEO Apple) and Eckhard Pfeiffer (CEO Compaq).  Ms. Park has been appointed by Jay Inslee, the Governor of Washington State to serve as a Director on the Board of the Washington State Opportunity Scholarship, an innovative public-private scholarship program serving low-income college students pursuing STEM education.  Ms. Park’s industry recognitions include Geekwire’s CEO of the Year, 2014 and the Puget Sound Business Journal’s 40 under 40. Ms. Park holds a JD from Yale Law School and an AB in Public and International Affairs from Princeton University.

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Jennifer Carr-Smith, 50
Chief Operating Officer and President

Ms. Carr-Smith is a seasoned board director who thrives in organizations undergoing rapid growth and transformation. She has a proven track record of building, scaling and transforming businesses across sectors, including: CPG, Fashion/Apparel, Food/Grocery, Retail and Ecommerce. Ms. Carr-Smith was a pioneer in Internet/ecommerce and during her 25-year career in digital retail she has built a reputation as an innovative leader who is strategic, passionate, curious and transparent. With a diversity of experience spanning early stage start-up, high growth, mid-sized and large global organizations, she has demonstrated her range and versatility leading businesses of all sizes: from $5M to $1B+ in revenue, and organizations ranging from 20 to more than 5,000 associates. Jennifer has worked across business models and possesses broad management experience across functions, including: Strategy, Sales, Marketing, Operations, Finance, E-commerce, Analytics, Supply Chain and Customer Experience & Technology. Her strengths include: developing strategy, building & leading teams, building & scaling businesses, simplifying complexity and developing talent. Ms. Carr-Smith is currently founder and President of JCS Advisory, LLC, and independent advisory and consulting services firm (2015-present). She currently serves as an independent director, chair of the compensation committee and as a member or the audit committee at Blue Apron, Inc. (NYSE:APRN), which operates direct-to-consumer platforms and an e-commerce market (2020-present). Ms. Carr-Smith also currently serves as a non-executive director and member of the nomination, sustainability and people performance committees at Woolworths Group Ltd (ASX:WOW), a retail store operator (2019-present). In addition to her public company board service, Ms. Carr-Smith also currently serves as an independent director for venture capital-backed companies, Full Harvest Technologies, which operates a B2B marketplace connecting food and beverage companies with farms to buy surplus and imperfect produce (2020-present), and Zeal Grass Milk Creamery, a milk products company (2020-present), and as an independent director and member of the Audit, Compensation and Nomination Committees at Purdue Farms, a private food and agriculture company (2019-present). Ms. Carr-Smith has also served as Chair of the Board at Swap.com (2018-2019) and as an independent director and member of the audit and compensation committees at F&W Media (2009-2014). In addition to her board experience, between 2015 and present, Ms. Carr-Smith has also served as SVP, General Manager, North America at Groupon and as Chief Executive Officer/President at Peapod, an Ahold Delhaize company.

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Angelina Smith, 47
Chief Financial Officer

Ms. Smith is currently the founder of Conta Consulting LLC, an independent consulting services firm specializing in financial and operational processes for emerging companies. From August 2018 to September 2019, Ms. Smith served as the Chief Operating Officer of Inspo Network, Inc., a premium lifestyle content company showcasing social media influencers across beauty, fashion, fitness, food, home and life. From January 2017 through July 2017, Ms. Smith served as the Chief Financial Officer of Thrive Causemetics, Inc., an online beauty brand focused on vegan and cruelty-free skincare and makeup. From June 2015 through January 2017, Ms. Smith served as the Chief Financial Officer of glassybaby, LLC, a manufacturer and retailer of unique hand-blown glass votives. For each glassybaby purchased, the company donates a portion of the sale price to charities through its White Light Foundation. From April 2010 through November of 2014, Ms. Smith served as the Vice President of Finance of zulily, Inc., an online retailer offering special, limited time only finds at discounts from standard retail prices. In addition to her financial leadership roles, Ms. Smith also teaches various accounting, management, and entrepreneurship classes for Central Washington University. She serves as an independent board member of Kari Gran Skincare, a clean skincare company built around a small number of essential, oil-based products personally researched, developed, and tested by its founders. She also serves as the Chair of the Central Washington University Foundation. Ms. Smith holds a Bachelor’s of Science degree in Accounting and a Bachelor’s of Science degree in Management, both from Central Washington University.

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Board of Directors

Isabelle Freidheim, 40
Chairman of the Board

Isabelle is the founder and chairman of Athena Technology Acquisition Corp. (NYSE: ATHN), one of the first all women SPACs. She is a venture capitalist and entrepreneur; she was a co-founder of Magnifi, a fintech company, and was a co-founder and managing partner of Castle VC (formerly Starwood VC), a venture investment firm, and a venture partner at MissionOG, a venture capital firm. Ms. Freidheim co-founded Magnifi, an artificial intelligence and machine learning fintech company which was acquired by The Tifin Group in December 2020. In addition to co-founding the company, Ms. Freidheim acted as the Chief Executive Officer of Magnifi and led the company’s early growth. Ms. Freidheim was a venture partner at MissionOG, a venture capital firm, where she sourced investments in high-growth technology companies. MissionOG funds technology businesses with a focus on B2B companies and partners with portfolio companies to provide deep market expertise and hands-on operational support and execution capabilities. Ms. Freidheim was a co-founder and managing partner of Castle VC (formerly Starwood VC), making investments in technology companies across stages with a current focus on late-stage investments in the sectors of financial technologies, data analytics, artificial intelligence, machine learning and SaaS. Ms. Freidheim has led investments in both early-stage and late-stage, pre-IPO growth companies. She is engaged in all aspects of the deal process. Ms. Freidheim started her career in investment banking at Lehman Brothers and then joined one of Invesco’s private equity funds to invest in European assets. She holds a B.A. in Economics from Columbia University and an M.B.A. from Columbia Business School.

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Kay Koplovitz, 76
Director

Ms. Koplovitz currently serves as a director and chair of the audit committee at Athena Technology Acquisition Corp. (NYSE: ATHN), one of the first all women SPACs. Since March 2000, Ms. Koplovitz has served as the co-founder and chairman of Springboard Enterprises, a non-profit accelerator that has trained women entrepreneurs of technology and life sciences companies to raise capital. Since April 2016, Ms. Koplovitz has served as the co-founder and managing partner of Springboard Growth Capital, an investment partnership supporting entrepreneurs and companies positioned to be market leaders. Previously, Ms. Koplovitz was the founder and former chairman & chief executive officer of USA Networks, the SyFy Channel (formerly Sci-Fi Channel) and USA Networks International, a television cable network. Since May 2010, Ms. Koplovitz has served on the board of directors of ION Media Networks (“ION”), where she was a member of the ION’s compensation and audit committees. Since March 2018, Ms. Koplovitz has served on the board of directors of Veniam, a technology start-up focused on building wifi networks using moving vehicles, and has served as a member of the compensation committee of Veniam’s board. Previously, from April 2014 to February 2018, Ms. Koplovitz served as a director on the board of Time Inc., a media corporation (“Time”), and served on the Time’s compensation committee and governance and nominating committee. From May 1992 to May 2015, Ms. Koplovitz served on the board of Liz Claiborne, which was sold in November 2011, the name of the remaining brands in the company were rebranded to Fifth & Pacific and later became Kate Spade, where she served on the board until May 2015. During that period, she served as the non-executive chairman of the company from December 2006 to May 2013. Ms. Koplovitz received her B.S. in Communications & Biology from the University of Wisconsin and her M.S. in Communications from Michigan State University.

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Doris Robinson, 60
Director Nominee

Doris Robinson is an entrepreneurial leader who leverages strategic and analytical thinking to find innovative solutions that scale businesses. The common thread throughout her career is the ability to drive growth by integrating a deep understanding of customers, operations and untapped opportunities. She is lauded for creating value and leveraging talent as a strategic asset. Drawing on her varied experience in food & beverage, retail, consumer products, advertising and banking, she founded Robinson Hill in 1995, a concessions management firm specializing in retail and restaurants at airports and other non-traditional venues. She successfully turned concepts into sustainable revenues and led organization from inception to over 500 employees. Ms. Robinson has scaled operations while forging successful joint ventures and partnerships that now encompass over 60 airport restaurants and retail stores. She has worked and partnered with notable brands and companies, including Hudson Group, Ben & Jerry’s, Frontera Grill, and Potbelly Sandwich Works. As CEO of Robinson Hill, Inc., Ms. Robinson deploys, allocates and manages revenues of over $90 million and assets of $33 million, building necessary capacity vis-a-vis capital, talent development and training for successful market presence. Leveraging comprehensive go-to-market strategies tailored to key audiences has driven business expansion. She spearheaded multiple capital development efforts to fund growth and penetration. Prior to her tenure at Robinson Hill, Ms. Robinson worked as an Associate Product Director with Johnson & Johnson and subsequently with Leo Burnett. Prior to this, she worked as a commercial loan officer with AmeriTrust Bank and financial analyst with Northern Trust. Ms. Robinson serves as a director for the following public companies, Accel Entertainment (NYSE:ACEL) (Nominating/Governance and Compliance committees), one of the leading terminal operators of slot machines and amusement equipment; and Wintrust Bank, N.A. (Audit and Risk), the largest commercial chapter bank of Wintrust Financial (Nasdaq: WTFC). She is chairwoman of PGA WORKS and trustee of PGA REACH, the charitable foundation of the PGA of America; serves on the board of C200; and the advisory boards of Women Business Collaborative and Enterprising Women Magazine’s Advisory Board. Previous board experience includes the Illinois Gaming Board, Meridian Health Care, Kendall College, La Rabida Children’s Hospital and Fetzer Institute. Ms. Robinson has been recognized as a HistoryMaker, Chicago United Business Leader of Color, Private Company Director Magazine’s Director to Watch, WomenInc.’s 2019 Most Influential Corporate Director and Diversity MBA Magazine’s Top 100 Women of Influence. Her memberships include C200, Women Corporate Directors, The Chicago Network and the Economics Club. Ms. Robinson earned an M.B.A. from Northwestern University’s Kellogg School of Management and a B.A. in Economics from the University of Pennsylvania. She completed Dartmouth’s Tuck School of Business Building a High Performing Business Executive Education Program and coursework in Blockchain Technologies: Business Innovation and Application at MIT Sloan School of Management.

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Sarah Kauss, — [Appointed 1/3/22]
Director Nominee

Sarah Kauss is a global entrepreneur and consumer products leader with a track record in launching companies, building multimillion-dollar brands and assembling high-performance senior leadership teams, and she has deep experience in partnering with multinational corporations to become more sustainable and meet environmental goals. Kauss is the Founder and Chairwoman of S’well, which was named #1 on Women Presidents’ Organization’s 2016 50 Fastest-Growing Women-Owned Businesses list, was honored with the Brand Design award by Inc. magazine and placement on the Inc. 500 List (top 100) of fastest-growing, privately-held companies. She has been recognized as a Fortune’s “40 Under 40” honoree, EY Entrepreneurial Winning Woman and awarded the Harvard Business School Club of New York’s Entrepreneurship Award. Kauss sits on the UNICEF USA New York Regional Board, is an Entrepreneur in Residence at Harvard Business School and a mentor in the Fortune-State Department Global Mentoring Program. She is a member of the 2018 Class of Henry Crown Fellows and a member of the 2020 Class of Braddock Scholars within the Aspen Global Leadership Network at the Aspen Institute. She earned a BS in accounting from the University of Colorado, Boulder and an MBA from Harvard Business School.

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Jane Park, — [Appointed 1/3/22]
Director Nominee

Jane Park, who also serves as Chief Executive Officer of Athena Consumer Acquisition Corp., is a venture-backed entrepreneur with experience in launching and growing disruptive consumer businesses from the ground up as well as within Fortune 100 companies. A thought leader in ecommerce, she builds high performance teams in high growth environments. She brings unique perspective from her experience leading transactions and due diligence across the life cycle from as an entrepreneur and strategic investor. Park began her career at the Boston Consulting Group, led growth businesses at Starbucks, and founded Julep Beauty and Tokki. She immigrated from South Korea when she was four and holds an AB from Princeton University and a JD from Yale Law School.

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