Jia Peng
About Jia Peng
Jia Peng (47) is CFO and a Director of SPHA, serving as CFO since June 2024 and as a Director since May 2024 . She has 10+ years in investment banking and wealth management, including UBS Investment Bank (2004–2011) and Mizuho Securities USA (2013–2020), and currently is Principal at Stratosphere Capital and Managing Partner at Flying Tiger Capital Management . Education: B.A. in International Economics (Nankai University) and MBA in Finance (University of Connecticut) . As a newly listed SPAC, SPHA has no operating revenues; FY2024 net loss was $85,311, and $86.25M IPO proceeds were deposited into a trust account, making TSR/EBITDA growth metrics not applicable at this stage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS Investment Bank (NY) | Director, Investment Banking Division | 2004–2011 | Led capital structure, M&A, debt/equity advisory for Fortune 100 across energy, power, capital goods, consumer/retail; structured leveraged finance . |
| Mizuho Securities USA | Senior Banker, Corporate & Investment Banking (Power & Utilities) | 2013–2020 | Led and executed capital structure and M&A financing for investment-grade utilities; debt/equity issuance execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flying Tiger Capital Management LLC | Managing Partner | 2021–Present | Investment management for a private family office, overseeing capital allocation and strategy . |
| Stratosphere Capital (securities broker) | Principal | Oct 2024–Present | Principal role in brokerage activities; market-facing leadership . |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base cash compensation | $5,000 per month | Per offer letter; payable from start until the earlier of termination, initial business combination, winding up, or removal/disqualification . |
| Target bonus % | Not disclosed | No annual incentive targets disclosed for FY2024 . |
| Actual bonus paid | None disclosed | No bonus payments disclosed . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — |
| No RSUs/PSUs/options were granted; the company reported no securities under equity compensation plans . |
Equity Ownership & Alignment
| Item | Detail | Terms/Status |
|---|---|---|
| Total beneficial ownership | 60,000 shares | Less than 1% per 10-K; 0.54% per proxy record date . |
| Ownership % of outstanding | 0.54% | Based on 11,025,500 shares outstanding on Feb 10, 2025 record date . |
| Instrument type | Founder shares (Class B initially; convertible to Class A) | Founder shares purchased on Jun 14, 2024 at ~$0.014/share (60,000 shares for ~$870) . |
| Vested vs. unvested | Not applicable | Founder shares are outstanding but subject to post‑business combination lock‑up conditions . |
| Lock‑up/transfer restrictions | 50% releasable after the earlier of 6 months post-business combination or share price ≥$12.50 for 20 of 30 trading days; remaining 50% at 6 months post‑combination; customary early release on certain transactions | Applies to founder shares; private placement units are non‑transferable until business combination . |
| Pledging/hedging | Not disclosed | Insider Trading Policy adopted; specific hedging/pledging prohibitions not detailed in filings . |
| Ownership guidelines | Not disclosed | No executive stock ownership policy disclosed . |
Employment Terms
| Term | Detail |
|---|---|
| Start dates | CFO since June 2024; Director since May 2024 . |
| Contract form | Offer letter (dated Jun 6, 2024 per Item 11; related party section references May 25, 2024) providing $5,000 monthly cash compensation until specified endpoints (business combination, winding up, termination/removal) . |
| Severance/change‑of‑control | None; company states it is not party to agreements providing benefits upon termination of employment . |
| Non‑compete/non‑solicit/garden leave | Not disclosed in filings . |
| Clawback policy | Adopted; Compensation Committee may recoup incentive compensation upon financial restatement per policy filed as Exhibit 97.1 . |
| Insider trading policy | Adopted; governs directors and officers (Exhibit 19.1 referenced) . |
| D&O insurance | Company commits to maintain directors’ and officers’ insurance per underwriting agreement covenants . |
Board Governance
- Board structure: Classified board (Class I/II/III); Peng is Class III with term to third annual meeting .
- Committees: Audit and Compensation Committees comprised solely of independent directors (Evan M. Graj, Stephen Markscheid, Wee Peng Siong); Audit Chair—Graj; Compensation Chair—Markscheid .
- Independence: Peng is an executive director (not independent); prior to a business combination, holders of Class B founder shares control appointment/removal of directors .
- Attendance/Lead Independent Director/Executive sessions: Not disclosed in current filings .
Director Compensation
| Component | Detail |
|---|---|
| Cash fees | None prior to business combination; officers/directors reimbursed for reasonable out-of-pocket expenses . |
| Equity grants | Independent directors received 20,000 founder shares transferred by the sponsor at original cost; Peng’s 60,000 founder shares were purchased separately and are not an annual director grant . |
| Meeting/committee fees | Not disclosed . |
Related Party Transactions (relevant to alignment)
- Founder shares: On Jun 14, 2024, Snyder (100,000), Peng (60,000), and the Sponsor acquired founder shares; on Jul 9, 2024 additional founder shares issued to the Sponsor; the Sponsor transferred 20,000 founder shares to each independent director on Dec 4, 2024 .
- Working capital loans: Sponsor agreed to up to $500,000 pre‑IPO (repaid at IPO closing); up to $3,000,000 post‑IPO working capital loans may be convertible into units at $10.00 (company-level facility; not specific to Peng) .
Performance & Track Record
- Company performance during Peng’s tenure: SPHA is a shell company with no operations; FY2024 net loss $85,311; trust account funded at $86.25M; units separated for trading Jan 27, 2025; ticker changed to AIFE/AIFEU/AIFER Mar 12, 2025 following shareholder approval of name change .
- Achievements/controversies: None disclosed regarding Peng; legal proceedings—none reported for company or officers/directors in the preceding 12 months .
Equity & Vesting Pressure Indicators
- Selling pressure: Restricted—founder shares subject to post‑combination lock‑up; private units non‑transferable until combination; insiders agreed not to redeem public shares in connection with the business combination vote .
- Option/RSU overhang: None; no equity compensation plans in place .
Compensation Peer Group / Say‑on‑Pay
- Peer group: Not disclosed; none used for SPAC executives in current filings .
- Say‑on‑Pay: As an Emerging Growth Company, SPHA is exempt from non‑binding advisory votes on executive compensation; no history disclosed .
Investment Implications
- Alignment: Founder share ownership and lock‑ups align Peng with successful business combination and post‑deal share performance (release at ≥$12.50 or 6 months), while minimal cash compensation reduces fixed cost burden .
- Retention risk: No severance, no disclosed bonus or long‑term incentive plan; reliance on founder shares and future post‑combination arrangements could pose retention risk if a transaction timeline extends or market values lag .
- Governance: Dual role as CFO and Director and pre‑combination control by founder Class B holders centralizes influence; committee oversight resides with independent directors, mitigating some independence concerns .
- Trading signals: Low near‑term insider selling pressure due to lock‑ups; absence of options/RSUs removes typical vesting‑driven sale windows; insider trading/clawback policies provide baseline governance protections .