Mark Singh

About Mark Singh

Independent Class II director at HSPO, nominated for re‑election to a three‑year term at the October 27, 2025 extraordinary meeting. Biography highlights include current role as Associate Director at TargetCast LLC (since May 2023), prior project management roles at NY Capital Management Group and Turing Funds, and Head of Performance at Beyond Media Global; he earned a BA in History with a minor in Government from Harvard College in 2013 . He is explicitly identified as an independent director of HSPO , and served on a special committee in 2023 evaluating a proposed business combination . The board is classified; Singh is in Class II (term expiring at the 2025 meeting) and is nominated for re‑election for another three years .

Past Roles

External Roles

• TargetCast LLC — Associate Director (internet and media advertising services), since May 2023 .
• No other public company directorships or outside board roles disclosed for Singh .

Board Governance

• Board classification: Class I (term to 2027), Class II (term to 2025), Class III (term to 2026); Singh is Class II and nominated for re‑election for a three‑year term .
• Independence: serves as an independent director .
• Committee work: member of a Special Committee formed November 1, 2023 to evaluate a business combination, alongside Messrs. Colon and Gonzalez Caceres (all independent) .
• Chair roles, audit/comp/nominating memberships, lead independent director, executive sessions: not disclosed in the proxies reviewed (committee charter reference without membership list).
• Meeting attendance rate: not disclosed in the proxies reviewed.

Fixed Compensation

• HSPO’s proxies do not disclose cash-based director compensation (annual cash retainer, committee/meeting fees) for independent directors (no director fee table provided).
• Independent directors received founder shares pre‑IPO (see Equity Ownership table) rather than disclosed cash retainers .

Performance Compensation

• No RSUs/PSUs/options or performance‑metric‑tied director equity awards disclosed for Singh (no grant tables, vesting schedules, or metrics in proxies reviewed) .
• No clawback, change‑of‑control provisions, tax gross‑ups, or deferred compensation disclosed for directors .

Other Directorships & Interlocks

• No current public company boards, committee roles elsewhere, or interlocks disclosed for Singh .
• No disclosed shared directorships with HSPO competitors/suppliers/customers .

Expertise & Qualifications

• Education: BA in History, minor in Government, Harvard College (2013) .
• Functional experience: digital advertising performance management; project management in marketing/client relations and administrative operations .
• Board qualifications: independence noted; no designation as “audit committee financial expert” or technology/AI expert disclosed .

Equity Ownership

Fixed/Equity Grant Details (Founder Shares)

Related-Party Exposure and Conflicts

• Founder shares will become worthless if HSPO fails to complete a business combination within the prescribed timeline; independent directors (including Singh) have waived redemption rights for these shares, creating potential misalignment versus public shareholders during deal evaluation .
• Extension financing/notes: the Sponsor and Squirrel entities funded monthly extension fees via unsecured promissory notes (aggregate $2,160,000; $190,000 Sponsor; $1,970,000 Squirrel); payable upon business combination or term expiry. While not attributed to Singh personally, these structures underscore insider incentives to consummate a transaction .
• Control concentration: Sponsor beneficially owned ~50.20% of outstanding shares as of Oct 7, 2025, with CEO/CFO/Chairman Mingyu Li controlling Sponsor; insiders owned ~50.63% as of record date, raising governance concentration considerations .
• CFIUS/foreign‑ownership risk: Sponsor control and potential “foreign person” status may constrain U.S. target selection and timing; board acknowledges these risks to business combination execution .

Governance Assessment

• Strengths:

  • Independence explicitly stated; served on Special Committee for transaction review, indicating engagement in deal oversight .
  • Clear disclosure of board classification and re‑election process; shareholders vote on director re‑election .

• Risks and RED FLAGS:

  • Founder shares and waived redemption rights create incentives to favor completing a business combination over liquidation, potentially misaligning independent director interests with public shareholders; Singh holds 5,000 founder shares acquired at de minimis cost (~$0.0145) that become worthless if no deal is completed .
  • High insider ownership and Sponsor control (~50%+) elevate conflict risk and reduce minority shareholder influence on governance outcomes .
  • Extension funding via insider/related promissory notes (Sponsor and Squirrel) increases pressure to close a transaction; although not Singh‑specific, it is a board‑level incentive structure .
  • CFIUS/foreign-ownership constraints could limit viable U.S. targets and delay deals, directly affecting board effectiveness and investor confidence in SPAC execution .

• Unknowns (limits to assessment):

  • No disclosure of audit/compensation/nominating committee memberships, chair roles, attendance rates, lead independent director, or executive session practices .
  • No director cash retainer, committee fees, equity grant program (RSUs/PSUs/options), or ownership guidelines disclosed; pay‑for‑performance assessment limited to founder shares .

Other Notes

• Director re‑election: Singh is nominated for re‑election as Class II director at the October 27, 2025 extraordinary meeting; board recommends voting “FOR” .
• Beneficial ownership trend: Singh’s holdings remain at 5,000 shares across 2024–2025 while total shares outstanding declined with redemptions, but his ownership remains <1% .