Dariusz Sliwinski
About Dariusz Sliwinski
Independent director (age 62), appointed May 20, 2024; chairs the Audit Committee and serves on the Compensation and Nominating & Corporate Governance Committees. The board has determined he is independent and an “audit committee financial expert.” Education: MBA (SDA Bocconi, Milan), postgraduate European studies (University of Lodz), MS in Electronic Engineering (Lodz University of Technology). Tenure at CLRC since May 2024; board is classified—his initial term expires at the first annual general meeting per CLRC’s classified board structure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burj Financial Consultants | Director of Institutional Product Development | 2018–present | Institutional product development leadership |
| Morningside Financial Ltd | Director | May 2022–present | Business consulting oversight |
| Palmela Capital Limited | Independent director and advisor | Feb 2024–present | Investment fund governance/advisory |
| Untitled Ventures (UK VC fund) | Advisor | 2021–2023 | Oversight of fund and portfolio management, capital raising, partnerships |
| Ubhar Capital (private investment bank) | Chief Investment Officer & Head of Asset Management | 2017–2018 | Led investment management practice |
External Roles
| Organization type | Role | Public company status |
|---|---|---|
| Financial consultancy (Burj), consulting (Morningside), investment fund (Palmela) | Various director/advisor roles | Not disclosed as public companies in CLRC filings |
Board Governance
- Independence: Board determined independent; no Item 404(a) related-party transactions with him at appointment.
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member).
- Financial expert: Determined by the board; Audit Committee comprised solely of independent directors.
- Board class/term: Initial term (first class) expires at first AGM under CLRC’s classified board.
- Attendance: No director-specific attendance rates disclosed in available CLRC extension proxies/10-K excerpts.
- Majority control context: Sponsor/directors collectively held ~77.65% of votes as of Oct 14, 2025, enabling approval of proposals with minimum quorum.
Fixed Compensation
- Not disclosed for non-employee directors in the available appointment 8-K, FY2024 10-K directors section, or 2025 extension proxy statements reviewed. CLRC’s filings do not present a director retainer/fee schedule or cash/equity grant detail for directors.
Performance Compensation
- Not disclosed. No performance-based equity (PSUs/options) or metric framework for directors appears in the available CLRC filings reviewed.
Other Directorships & Interlocks
| Organization | Role | Notes |
|---|---|---|
| Burj Financial Consultants | Director of Institutional Product Development | External role; no CLRC related-party transaction disclosed. |
| Morningside Financial Ltd | Director | External role; no CLRC related-party transaction disclosed. |
| Palmela Capital Limited | Independent director/advisor | External investment fund; no CLRC related-party transaction disclosed. |
No related-party transactions involving Mr. Sliwinski were identified at appointment (Item 404(a)).
Expertise & Qualifications
- Deep financial management and due diligence experience across hedge funds/alternative asset managers and investment banking.
- Audit Committee financial expert designation.
- Education: MBA (SDA Bocconi), postgraduate European studies (University of Lodz), MS Electronic Engineering (Lodz University of Technology).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Dariusz Sliwinski | 0 | 0.00% |
| Total shares outstanding (reference) | 2,535,306 (2,535,305 Class A; 1 Class B) | — |
As of Oct 14, 2025, Sponsor U.N. SDG Support LLC beneficially owned 1,968,749 Class A and 1 Class B (~77.65% of outstanding), underscoring sponsor control.
Governance Assessment
-
Strengths
- Independence and audit leadership: Independent chair of Audit, designated financial expert; Audit Committee composed solely of independent directors. This supports financial reporting oversight.
- No personal related-party transactions disclosed at appointment, reducing direct conflict risk for Mr. Sliwinski.
-
Concerns and RED FLAGS
- Sponsor/control concentration: Sponsor/directors held ~77.65% of votes, enabling approvals with minimum quorum—potentially limiting minority shareholder influence.
- Related-party financing: Multiple unsecured, non-interest Eternal B.V. loans (entity controlled by Executive Chairman Charles Ratelband V) totaling ~$3.12–$3.08 million outstanding across facilities; working-capital notes and extension notes from Sponsor; creates pressure to complete a business combination and raises conflict risk.
- Advisor fee to CEO affiliate: Gluon (managed by CEO Per Regnarsson) entitled to transaction success fee up to $250,000 and 2% debt / 5% equity financing fees—affiliated economics that may bias transaction selection/terms.
- Going-concern and delisting context: Material going-concern uncertainty (cash $4,480; working capital deficit $6.35 million as of Mar 31, 2025) and Nasdaq delisting to OTC Pink—both weaken investor protections and liquidity.
- Alignment: Mr. Sliwinski reported no beneficial ownership; while independence is preserved, lack of ownership may limit “skin-in-the-game” alignment unless director ownership guidelines exist (none disclosed).
Related-Party Transactions (Context for Board Oversight)
| Counterparty | Relationship | Amount/Terms | Governance Risk |
|---|---|---|---|
| Eternal B.V. | Controlled by Exec Chair; multiple unsecured loans (Second, Third, Fifth, Sixth, Seventh) | Outstanding balances: $170,603 (Second), $300,000 (Third), $500,000 (Fifth), $335,000 (Sixth), $1,768,460 (Seventh) as of Sep 30, 2025; certain loans accrue 5% per month if not repaid within 10 days post-business combination; mature Dec 31, 2025 or upon business combination. | Economic incentive to consummate deal; counterparty is insider-controlled—conflict risk; audit oversight critical. |
| Sponsor (U.N. SDG Support LLC) | Founder shares/working capital & extension notes | 2025 Extension Note $107,623; monthly sponsor contributions ($0.04 per unredeemed share per month) to Trust; sponsor extension loans are non-interest and repayable upon business combination or liquidation. | Sponsor influence; redemption economics; pressure to close transaction. |
| Gluon Group / Gluon Renewable Energies | CEO-managed affiliate; advisory and admin services | Transaction success fee up to $250,000; 2% debt financing fee; 5% equity financing fee; admin services $10,000/month (assigned from Sponsor); short-term $20,000 loan outstanding. | Affiliated economics tied to deal completion; potential conflict; disclosure mitigates, but independent committee oversight essential. |
Signals for Board Effectiveness
- Audit leadership and independence are positives; however, concentrated sponsor control and extensive related-party financing/fees increase perceived conflict risk and investor skepticism—placing greater burden on the Audit and Nominating Committees (including Mr. Sliwinski) to enforce robust processes, independent valuation, and fair dealing.
Notes
- Appointment/independence and biography confirmed via Form 8-K; indemnification and joinder agreements executed consistent with existing director/officer arrangements.
- Committee memberships and “financial expert” designation in 10-K/10-Q; Audit Committee membership: Sliwinski (Chair), Kidney, Brix—all independent.
- Security ownership tables in Oct 2025 proxy show no beneficial ownership for Mr. Sliwinski; sponsor majority ownership persists.
- Attendance/meeting fees/stock ownership guidelines for directors not disclosed in the reviewed filings.
Overall, Mr. Sliwinski presents strong audit and financial oversight credentials and independence; governance risk stems from CLRC’s capital structure, delisting, going-concern, and insider-affiliated financing/advisory arrangements—areas where his audit chair role is central to investor confidence.