Michael Rainer Preiss
About Michael Rainer Preiss
Independent director since November 27, 2024; age 55. Seasoned investment professional with extensive asset management and private banking experience advising sovereign wealth funds, family offices, and ultra-high-net-worth clients; currently active as a senior advisor in the investment sector. Appointed via Board action and disclosed in an 8-K; no education credentials disclosed in filings. Tenure began November 27, 2024; appointment announced December 9, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Chartered Bank | Chief Equity Strategist; voting member of Global Investment Council | Not disclosed | Strategic equity leadership; investment governance contribution |
| Various universities | Visiting lecturer of finance | Not disclosed | Thought leadership; education outreach |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Das Family Office (Singapore) | Partner and Portfolio Strategist | Not disclosed | Portfolio strategy for family office; investment advisory |
No other public company directorships disclosed .
Board Governance
- Board size four (as of FY 2024 10-K); directors appointed by current sponsor for two-year terms; public holders cannot vote on director appointments prior to business combination; Class B (founder) shares hold sole voting right on director elections prior to combination (supermajority required to amend) .
- Independence: Board determined Terry Alan Farris, Jeff LeBlanc (resigned June 18, 2025), and Rainer Michael Preiss are independent under SEC/Nasdaq standards; independent directors hold regular executive sessions without management .
- Committees: Audit Committee members—Terry Alan Farris (Chair), Jeff LeBlanc, Rainer Michael Preiss; Compensation Committee members—Terry Alan Farris, Jeff LeBlanc (Chair). Following LeBlanc’s June 18, 2025 resignation, committee reconstitution risk exists (not updated in filings cited) .
- Nominating: No standing nominating committee; majority of independent directors may recommend nominees for Board selection .
- Attendance: Specific meeting attendance rates not disclosed .
Fixed Compensation
| Component | FY 2024 | FY 2025 YTD | Notes |
|---|---|---|---|
| Annual director cash retainer | $0 | $0 | Company discloses no cash compensation to directors through FY 2024; no director cash disclosed YTD other than CEO salary |
| Committee membership fees | None | None | Not disclosed; consistent with “no cash compensation” disclosure |
| Meeting fees | None | None | Not disclosed; consistent with “no cash compensation” |
| Equity (Founder Shares) | 35,000 shares assigned to Preiss | — | Assigned by current sponsor; grant date/fair value not disclosed |
| Expense reimbursement | Bona fide out-of-pocket expenses reimbursed | Bona fide out-of-pocket expenses reimbursed | For directors and affiliates; audit committee oversight |
Performance Compensation
| Metric | FY 2024 | FY 2025 YTD | Plan Notes |
|---|---|---|---|
| Performance stock units (PSUs) | Not disclosed | Not disclosed | No director performance-conditioned awards disclosed |
| Options (strike, vesting) | Not disclosed | Not disclosed | No director option grants disclosed |
| Bonus metrics (Revenue/EBITDA/TSR/ESG) | Not applicable | Not applicable | Directors receive no cash bonus; no performance metric framework disclosed |
Clawback policy, severance, change-in-control terms, ownership guidelines for directors: not disclosed .
Other Directorships & Interlocks
- No current public company boards disclosed for Preiss; external role as Partner and Portfolio Strategist at Das Family Office (Singapore). Prior role as Chief Equity Strategist at Standard Chartered Bank; neither represents a disclosed interlock with CCTSF’s customers/suppliers .
- Sponsor control: current and prior sponsors beneficially own and vote 2,417,499 shares (≈61.58%) as of the record date, indicating concentrated voting control over corporate actions; Class B retains pre-combination director election rights—a governance consideration for independence effectiveness .
Expertise & Qualifications
- Global investment strategy, asset management, private banking; advisory to sovereign wealth funds and family offices .
- Determined “independent director” by Board; serves on Audit Committee; Audit Committee comprised of financially literate members and an “audit committee financial expert” (Farris) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| ARWM Pte Limited (Current Sponsor) | 1,784,999 | 45.46% | Excludes 3,893,334 shares underlying warrants not exercisable within 60 days; also holds 1 Class B ordinary share |
| Cactus Healthcare Management LP (Original Sponsor) | 632,500 | 16.11% | Excludes 973,333 shares underlying warrants not exercisable within 60 days |
| Michael Rainer Preiss | Not enumerated in table | — | Footnote indicates assignment of 35,000 founder shares by current sponsor; beneficial table shows “–” for directors (not itemized) |
Shares pledged/hedged, options exercisable/unexercisable for Preiss: not disclosed .
Governance Assessment
- Independence and committee work: Preiss is Board-designated independent and sits on the Audit Committee, supporting financial oversight. However, sponsor-appointed Board terms and pre-combination director election rights vested solely in Class B limit shareholder influence over Board composition pre-merger .
- Compensation/ownership alignment: Directors receive equity via founder share assignments rather than cash retainers, aligning interests with equity value but potentially tethering alignment to sponsor-driven structures. No disclosed performance conditioning or ownership guidelines; lack of clawbacks reduces accountability signal .
- Concentrated sponsor control: Sponsors collectively control ≈61.58% of votes, enabling decisive influence over extensions and combinations; Board notes insiders will vote in favor of proposals—investor confidence depends on robust independent oversight from directors like Preiss .
- Committee continuity risk: Jeff LeBlanc’s June 18, 2025 resignation introduces potential audit/compensation committee gaps; updated compositions not disclosed—monitor reconstitution to preserve independence and expertise .
- SPAC risk overlay: Delisting to OTC, high redemptions, going-concern language, and heavy reliance on sponsor/non-redemption agreements (founder share transfers contingent on closing) are structural risks requiring vigilant audit oversight; Preiss’s audit role is important as related-party arrangements and sponsor loans are material .
RED FLAGS
- Sponsor-controlled director elections and supermajority amendment thresholds pre-combination .
- Founders share transfers in non-redemption agreements contingent on closing (potential incentives misalignment) .
- Going-concern doubt and OTC trading status; execution risk for business combination and relisting .
- Committee structure vulnerability post-resignation (ensure audit and compensation committees remain fully independent and qualified) .
- Heavy sponsor voting block (≈61.58%)—heightened need for independent directors to challenge conflicts and oversee related-party transactions .