Willy Lan
About Willy Lan
Independent director since December 2021; age 48. Co-founder and partner at Cambium Grove Capital (2019–present). Previously portfolio manager at Och‑Ziff Capital Asia (now Sculptor Capital), founding member at SC Lowy (Head of Distribution), founding member/director at Abax Global Capital; began career in 2001 at Merrill Lynch Global Private Equity Group. BA in Business Economics and International Relations from Brown University.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Och‑Ziff Capital Asia (Sculptor Capital) | Portfolio Manager | — | Credit and multi-asset investing; buy-side risk oversight (disclosed role only) |
| SC Lowy | Founding Member; Head of Distribution | — | Built distribution for structured credit; capital markets networks |
| Abax Global Capital | Founding Member; Director | — | Growth-stage and special situations investing |
| Merrill Lynch – Global Private Equity Group | Analyst/Associate (career start) | 2001 | Private equity execution and due diligence |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Cambium Grove Capital | Co‑Founder; Partner | 2019–present | Hong Kong-based investment firm; venture, PE, alternative credit |
| Jaarvis Accelerator | Advisory Board; Co‑Founder | — | Early-stage acceleration (disclosed advisory role) |
| Antler Accelerator | Advisory Board | — | Global venture accelerator (disclosed advisory role) |
Board Governance
- Independence: Board determined Willy Lan is an independent director under Nasdaq standards.
- Committee assignments: Audit Committee chair; members include Lan, Cuong Viet Do, Shin‑Bae Kim.
- Expertise designation: Financially literate; qualifies as an “audit committee financial expert.”
- Audit Committee oversight scope: External auditor appointment/independence, financial reporting integrity, internal controls, compliance, IPO term monitoring, and review/approval of related-party payments.
- Other committees: Not on Compensation or Nominating Committees (those are Mohr/Kim and Kim/Mohr, respectively).
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Director cash retainer | $75,000 | Annual | Paid to independent directors; reported as “Paid Consulting Fees” for 2024 |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed | No director equity grants reported beyond founder shares; no performance-based awards disclosed |
| Options | Not disclosed | No option grants to directors disclosed |
| Performance metrics (TSR/EBITDA/etc.) | Not disclosed | No performance-linked director comp framework disclosed |
Other Directorships & Interlocks
| Type | Company/Institution | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed |
| Private/Investment roles | Cambium Grove Capital | Partner | Co‑founder; Hong Kong based investment firm |
| Accelerator advisory | Jaarvis; Antler | Advisor | Non‑profit/accelerator advisory capacity |
Expertise & Qualifications
- Multi-asset investing experience across venture, private equity, structured credit, and distressed trading; relevant for audit oversight in complex financing contexts.
- Audit Committee Financial Expert; enhances board financial controls and reporting rigor.
- Global capital markets network (SC Lowy distribution, Abax, Merrill PE); useful for transaction diligence and financing.
- Education: BA, Brown University (Business Economics & International Relations).
Equity Ownership
| Security | Amount | Ownership % (class) | Notes |
|---|---|---|---|
| Class B (Founder) Shares | 100,000 | 1.6% of Class B; <1% of ordinary shares | Founder shares granted to directors/officers; part of 850,000 founder shares transferred on Apr 1, 2022 that are not subject to forfeiture under the forward purchase agreement |
| Lock-up | — | — | Founder shares/Private Warrants subject to transfer restrictions (founder: ≥1 year post‑de‑SPAC or price/transaction triggers); Private Warrants transferable 30 days post‑de‑SPAC |
| Pledging/Hedging | — | — | No pledging or hedging disclosures for directors; insider trading policy to be adopted post-combination |
Insider Trades
| Date | Filing | Action | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | None reported | — | — | Company disclosed no Rule 10b5-1 or non‑Rule 10b5-1 trading arrangements adopted/terminated in last fiscal quarter; Section 16(a) compliance indicates no late filings |
Governance Assessment
-
Positives:
- Independent director serving as Audit Committee chair and designated financial expert strengthens oversight of financial reporting, auditor independence, and related‑party scrutiny.
- Professional background in structured credit/distressed markets supports risk management of SPAC financing and redemptions environment.
- Audit Committee charter explicitly mandates monitoring of IPO terms and review/approval of payments to insiders—valuable for SPAC governance.
-
Alignment and incentives:
- Holds 100,000 founder shares with lock-up—creates skin‑in‑the‑game but also economic incentive to complete a transaction (common SPAC dynamic). These director founder shares are not subject to forfeiture under the forward purchase agreement.
- Cash-only director fees ($75k) indicate limited guaranteed compensation; no performance-based director pay disclosed.
-
Potential conflicts and structural risks:
- Sponsor influence: Initial shareholders collectively own ~39.1% of ordinary shares; sponsor consent required before entering a definitive business combination agreement—board and committee independence must counterbalance sponsor control.
- Forward purchase agreement may be terminated at any time pre‑closing; associated 3,435,065 founder shares forfeited if terminated—financing uncertainty is a structural risk for SPAC; director founder shares (100k each) are carved out from this forfeiture.
- Going concern risk: Auditor flagged substantial doubt; deadline July 11, 2025 unless extended—heightened pressure to transact.
- PFIC status likely for 2023–2024 (tax complexity for U.S. holders).
-
RED FLAGS:
- Sponsor control and consent over definitive agreement, combined with large sponsor stake, can constrain board autonomy; requires vigilant audit committee oversight.
- Financing contingency (forward purchase may terminate) and SPAC clock increase execution risk—investor dilution or unfavorable terms possible if additional capital needed.
- SPAC structure incentives (founder shares value even at low trading price) can bias toward completing a deal; board must enforce rigorous target quality and fairness opinions.
Overall, Willy Lan’s audit leadership and capital markets background are governance positives for SPKL’s de‑SPAC diligence and financial oversight; the principal risks are SPAC‑specific (sponsor influence, financing uncertainty, timeline pressure) requiring robust committee processes and independent director alignment.