Lewis Silberman
About Lewis Silberman
Independent director since December 2023; age 44 as of March 29, 2024; seasoned SPAC capital markets executive with NYU Stern BS and MBA. Current credentials include Co‑CEO/Director roles at GSR SPACs and co‑founder of SPAC Advisory Partners, with prior leadership at Oppenheimer’s SPAC ECM. Board determined him “independent” under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer & Co. | Head of SPAC Equity Capital Markets; various roles | 1998–2021 | Led SPAC IPO/business combination financings; managed SPAC IPO clients |
| CIBC World Markets | Special situations client coverage | ~3 years pre‑Oppenheimer | Strategies: merger‑arb, ADR‑arb, closed‑end fund arb |
| PaineWebber | Early career | Pre‑CIBC | Investment roles (not further specified) |
| Graf Acquisition Corp. IV | Co‑President & Director | 2021–2022 | Closed business combination with NKGen Biotech (NASDAQ: NKGN) in Sep‑2023 |
| GSR II Meteora Acquisition Corp. | Co‑CEO & Director | Through Q2‑2023 | Closed business combination with Bitcoin Depot (NASDAQ: BTM) |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| GSR III Acquisition Corp. | Co‑CEO & Director | Current | In process of initial business combination with Terra Innovatum Global S.R.L. |
| SPAC Advisory Partners | Co‑Founder & Managing Member | Current | Boutique M&A and capital markets advisory focused on SPACs |
| Kingswood Capital Partners LLC | Registered representative | Since July 2022 | Wealth mgmt/investment banking platform |
Board Governance
- Committee assignments: Compensation Committee Chair; member of Audit Committee (Audit Chair: Paul Baron). Nominating Committee members are Daniel Wainstein (Chair) and Paul Baron .
- Independence: Board determined Silberman, Baron, Wainstein are independent directors under Rule 10A‑3/Rule 5605; non‑employee status under Rule 16b‑3 .
- Board structure/term: Classified board; Silberman’s term (Class III) runs to the 2026 annual meeting .
- Engagement/attendance: Independent directors hold regularly scheduled executive sessions; specific attendance rates not disclosed .
- Voting undertakings: Directors (including Silberman) are party to the Letter Agreement to vote in favor of proposals supporting an initial business combination/charter extensions .
Fixed Compensation
| Component | FY2024 Disclosure | Notes |
|---|---|---|
| Annual cash retainer | $0 | Company states officers/directors have not received cash compensation; may receive post‑business combination |
| Committee/meeting fees | Not disclosed | No specific director cash fees disclosed |
Performance Compensation
| Equity Award | Grant Date | Quantity | Vesting/Conditions | Fair Value |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Dec 29, 2023 | 50,000 | Issued after consummation of a business combination and shareholder approval of an equity plan; contingent award, not outstanding pre‑closing | Not disclosed |
No performance metric framework (TSR, EBITDA, ESG, etc.) tied to director awards is disclosed; RSUs are contingent on completing a transaction and plan approval .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock/Consideration |
|---|---|---|---|
| GSR III Acquisition Corp. | — | Co‑CEO & Director | Concurrent SPAC leadership may create time/allocation conflicts; common SPAC market networks |
| GSR II Meteora Acquisition Corp. | BTM (post‑deal) | Co‑CEO & Director (pre‑deal) | Completed combination with Bitcoin Depot |
| Graf Acquisition Corp. IV | NKGN (post‑deal) | Co‑President & Director (pre‑deal) | Closed combination with NKGen Biotech |
| Kingswood Capital Partners LLC | — | Registered Rep | If firm provides services to CBGGF, could present related‑party considerations; none disclosed |
Expertise & Qualifications
- SPAC capital markets leadership (IPO and de‑SPAC financings); M&A advisory; special situations strategies. Education: BS and MBA, NYU Stern .
- Board notes his SPAC expertise is “invaluable” to CBGGF’s strategy .
Equity Ownership
| Holder | Class B Shares | % of Class B | Class A Shares | % of Class A | Total % Outstanding |
|---|---|---|---|---|---|
| Lewis Silberman | — | — | — | — | — |
| Notes | Listed beneficial owners exclude Silberman; no shares reported for him as of Sep 11, 2025 record date . Outstanding: 3,191,000 Class B; 3,014,736 Class A . |
- Alignment: RSUs 50,000 are contingent and not counted in beneficial ownership; no pledging/hedging disclosures specific to Silberman .
Governance Assessment
- Board effectiveness: Silberman’s SPAC financing experience strengthens deal sourcing/execution in a capital‑constrained environment . Independent sessions suggest ongoing oversight, but no disclosed attendance metrics .
- Conflicts/related‑party exposure:
- Contingent RSUs vest upon consummation of any business combination—this can bias directors toward completing a transaction even if economics are marginal (RED FLAG) .
- Letter Agreement obligates directors to vote for proposals supporting the business combination/charter extensions (RED FLAG for independence of judgment) .
- Extreme sponsor/shareholder concentration: Fulton AC and affiliates control ~90.98% of outstanding shares, effectively determining outcomes (RED FLAG for minority investor voice) .
- Compensation/ownership alignment: No cash pay to date; equity contingent on business combination; Silberman shows no reported share ownership as of the record date—limited “skin‑in‑the‑game” pre‑closing .
- Additional structural risks: Company trades OTC after Nasdaq delisting, and may remove net tangible asset minimums (“penny stock” exposure) post‑charter amendment, heightening market/liquidity risk (investor confidence impact) .
Overall, Silberman brings deep SPAC capital markets expertise useful for closing a transaction, but investor confidence is impacted by contingent equity tied to deal completion, voting undertakings, and sponsor control; robust independent committee scrutiny (particularly Audit and Compensation) should be emphasized to mitigate perceived conflicts .