Rahul Mewawalla
About Rahul Mewawalla
Rahul Mewawalla is an Independent Director of Four Leaf Acquisition Corporation (FORLU), serving on the board since 2022, with founder-level equity aligned to the de‑SPAC outcome via 25,000 Class B “founder” shares that vest only upon closing of the initial business combination and continuous service through that date . He is the founder of Zenplace and has held multiple public company leadership roles, including Chairman at Phunware, Inc. and prior CEO of Mawson Infrastructure Group, underscoring technology and governance credentials . The available Four Leaf proxy and recent 8-Ks do not provide age or education details (these filings focus on the extension vote and trust amendments rather than director biographies) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mawson Infrastructure Group Inc. (NASDAQ:MIGI) | Chief Executive Officer | Ended 2025-06-02 | Governance/strategy leadership through CEO role |
| Rocky Mountain Chocolate Factory, Inc. | Chairman | 2021–2022 | Board leadership, consumer non-durables experience |
| Yahoo Inc. | Senior Director | 2005–2008 | Digital product/technology leadership |
| Nokia Oyj | Vice President | 2010–2012 | Global markets, electronic technology |
| GE Aerospace | Vice President | 2008–2010 | Operations/technology leadership |
| Freedom Mortgage Corp. | Chief Digital Officer & EVP–Platforms & Technology | 2020–2021 | Digital transformation, financial services |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| Phunware, Inc. | Chairman | 2024-11-04 | Technology services; board chair leadership |
| Four Leaf Acquisition Corp. | Director | 2022-03-02 | Independent Director |
| Mawson Infrastructure Group Inc. | Director | 2023-01-31 | Member: Audit, Compensation, Nominating & Governance Committees |
| Aquarius II Acquisition Corp. | Director | — | Public SPAC board experience noted |
| Lion Group Holding Ltd. | Director | — | Finance sector board experience |
| Zenplace, Inc. | Founder, President & CEO | Since 2014 | Private company; real estate/property management technology |
Board Governance
- Independence: Listed as an Independent Director at Four Leaf Acquisition Corp .
- Years of service on this board: Since 2022 .
- Committee memberships and chair roles at FORLU: Not disclosed in the special meeting DEF 14A (document centers on extension proposals; no committee roster provided) .
- Founder/insider alignment and constraints:
- Granted 25,000 founder (Class B) shares that vest at de‑SPAC closing, contingent on continuous service; converts to Class A upon closing; indicates contingent equity aligned to transaction completion .
- Initial stockholders (sponsor and directors) agreed to vote for the business combination and not redeem founder shares, reinforcing de‑SPAC alignment but potentially constraining independence on transaction evaluation .
- Engagement/attendance: Not disclosed in available filings .
- Context: The board pursued extensions to complete the Xiaoyu Dida merger; extensions passed on June 27, 2025 alongside significant redemptions of public shares .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual director cash retainer | Not disclosed in DEF 14A | The June 2025 proxy focuses on extension proposals; it does not include a director compensation schedule . |
| Committee membership fees | Not disclosed | No fee details provided in available filings . |
| Committee chair fees | Not disclosed | No fee details provided in available filings . |
| Meeting fees | Not disclosed | No fee details provided in available filings . |
Performance Compensation
| Award Type | Grant Date | Quantity / Strike | Vesting / Performance Conditions | Fair Value |
|---|---|---|---|---|
| Founder Shares (Class B) | 2022-08-26 | 25,000 shares | Vest simultaneously at closing of the initial business combination, contingent on continuous board service through closing; converts one-for-one into Class A at de‑SPAC | Not disclosed |
- Performance metrics: The vesting depends on successful completion of the business combination (transaction milestone), not on operating metrics like revenue/EBITDA/TSR .
Other Directorships & Interlocks
| Company | Role | Committees/Positions | Potential Interlocks/Notes |
|---|---|---|---|
| Phunware, Inc. | Chairman | Board Chair | Technology network; governance oversight |
| Mawson Infrastructure Group Inc. | Director | Audit, Compensation, Nominating & Governance | Multi-committee governance experience |
| Aquarius II Acquisition Corp. | Director | — | SPAC governance experience |
| Lion Group Holding Ltd. | Director | — | Finance/governance experience |
| Zenplace, Inc. | Founder/CEO | — | Private company; proptech background |
Expertise & Qualifications
- Established governance leader across multiple NASDAQ-listed companies, including chair and committee roles (Audit, Compensation, Nominating/Governance), and SPAC board experience at multiple vehicles .
- Technology and digital operations background (Yahoo, Nokia, GE Aerospace; Executive Chair at Phunware), relevant to evaluating technology-focused targets and digital transformation risk/opportunity .
- Entrepreneurial experience as founder of Zenplace (proptech), signaling product/market and operating acumen .
Equity Ownership
| Holder | Security | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|---|
| Rahul Mewawalla | Founder Shares (Class B) | 25,000 | Less than 1% | Founder shares convert to Class A at de‑SPAC; vesting contingent on transaction closing and continuous service . |
- Initial stockholders (sponsor/directors) agreed to vote for the business combination and not redeem founder shares, which may reduce downside alignment to public holders in a liquidation scenario .
Governance Assessment
- Alignment and incentives: Founder share grant vests only if the de‑SPAC closes, creating strong transaction-completion incentives; founders acquired these shares at nominal cost (sponsor paid $25,000 for 2,156,250 initial founder shares), which can be perceived as misaligned with long-term pay-for-performance for public investors if deal quality is marginal .
- RED FLAG — Related party financing: Sponsor loans outstanding of $2,270,100 are repayable only upon consummation of a business combination or convertible into warrants, adding pressure to complete a transaction and presenting potential conflicts of interest for directors affiliated with/incentivized by the sponsor arrangements .
- RED FLAG — Foreign control/CFIUS risk: A PRC resident director (Alvin Wang) holds 81.4% of Sponsor membership interests; Four Leaf acknowledges potential CFIUS review/limitations if the target is a U.S. business in regulated or national security-sensitive areas, which can delay/block the deal and complicate governance dynamics .
- Investor confidence signal: 62.7% of public shares were redeemed around the June 27, 2025 extension vote—typical in SPAC markets but materially reduces public float and trust cash, increasing dilution/financing risk post-merger .
- Independence: Listed as an Independent Director; however, founder share economics and sponsor voting covenants (non‑redemption; voting FOR) can constrain independent judgment on deal terms (structural SPAC feature to note in governance risk) .
- Context: The board sought 12 one-month extensions and trust amendments to complete the Xiaoyu Dida business combination, a two-step merger structure; these actions emphasize process execution priority under time pressure, with fiduciary risks where incentives favor completion over liquidation .
Overall, Mewawalla brings meaningful technology and multi-committee governance expertise. For investors, the key watchpoints are founder-share and sponsor-loan incentives tied to deal completion, foreign control/CFIUS risks, and high redemption rates—factors that can materially affect post‑merger governance quality and capital structure .