Niraj Javeri
About Niraj Javeri
Independent director since December 27, 2024; age 43. Currently CFO of Lancium Inc (energy technology), with prior roles at Zymergen (VP Strategy), KKR Special Situations (2010–2019), One East Partners, Goldman Sachs Principal Investment Area, and Deutsche Bank (Leveraged Finance and Technology IB). Education: B.S. Cornell (Electrical & Computer Engineering) and M.S. Stanford (Management Science & Engineering). Audit Committee financial expert; serves on all three standing committees and chairs the Audit Committee. Appointed to the board on December 27, 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zymergen | Vice President of Strategy | Not disclosed | Strategy leadership at material innovation company |
| KKR (NYSE: KKR) | Special Situations team – sourced, diligenced, executed, monitored investments | 2010–2019 | Global investing across funds; multi-geo experience (NY, Sydney, SF) |
| One East Partners | Investor (event-driven/value equities, distressed debt, private deals) | Not disclosed | Multi-asset investing across London/New York |
| Goldman Sachs & Co. | Principal Investment Area – private equity investments | Not disclosed | Principal investing experience |
| Deutsche Bank | Investment banking – Leveraged Finance and Technology | Not disclosed | Financing and coverage experience |
External Roles
| Organization | Role | Type | Tenure/Notes |
|---|---|---|---|
| Lancium Inc | Chief Financial Officer | Energy technology | Current; SF-based; enabling gigawatt-scale data centers |
| (No other public company boards disclosed) | — | — | — |
Board Governance
| Category | Details |
|---|---|
| Board service | Independent Director since December 27, 2024 |
| Independence | Board determined independent under Nasdaq standards |
| Committees | Audit (Chair), Compensation (Member), Nominating and Corporate Governance (Member) |
| Financial Expert | Board determined he qualifies as an “audit committee financial expert” |
| Committee Charters | Audit, Compensation, and Nominating charters adopted; available on company website |
| Attendance | Not disclosed in 2024/2025 filings; no meeting rate provided |
| Lead Independent Director | Not disclosed |
| Executive sessions | Not disclosed |
Fixed Compensation
| Component (Directors) | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $0 | “No compensation of any kind…will be paid…prior to completion of our initial business combination.” |
| Committee membership fees | $0 | Same pre-business combination policy |
| Committee chair fees | $0 | Same pre-business combination policy |
| Meeting fees | $0 | Same pre-business combination policy |
| Reimbursements | Out-of-pocket expenses reimbursed; Audit Committee reviews quarterly | Payments made from funds held outside the trust account |
| Post-business combination | Possible consulting/management fees (to be disclosed with any deal) | No termination benefits agreements in place |
Performance Compensation
| Metric/Instrument | Grant Date | Amount/Terms | Performance Metrics |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed | None prior to business combination | None disclosed; compensation committee focus post-combination |
| Clawbacks/COC/Severance | Not disclosed | Not disclosed for directors; no termination benefits agreements | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Potential Conflicts |
|---|---|---|---|
| None disclosed | — | — | — |
- Board-level affiliations for other directors are disclosed; for Javeri, only Lancium CFO is listed (no other public company directorships).
Expertise & Qualifications
- Deep finance and investment background (KKR Special Situations, One East Partners; GS PIA; DB LevFin/Tech IB). Audit financial expert designation.
- Technical and quantitative training (Cornell ECE; Stanford MS&E).
Equity Ownership
| Holder | Class A Owned | % of Class A | Class B Owned | % of Class B | Approx. % of Outstanding Common |
|---|---|---|---|---|---|
| Niraj Javeri | — | — | — | — | — |
| Shares outstanding (record date reference) | 3,717,207 | — | 5,750,000 | — | — |
- Table shows beneficial ownership; Javeri reported no Class A or Class B holdings.
- Founder shares convert to Class A at business combination; Javeri is not listed among founder shareholders.
Governance Assessment
- Committee leadership and oversight: Javeri chairs Audit and is designated an audit committee financial expert—positive for financial reporting oversight and related-party review rigor.
- Independence and broad committee engagement: Determined independent under Nasdaq standards; serves on Audit, Compensation, and Nominating committees—strong coverage of core governance levers.
- Alignment concerns: No reported beneficial ownership, indicating limited “skin-in-the-game” pre-business combination; typical of SPAC directors but lowers direct equity alignment.
- Compliance red flag: Failed to timely file a Form 3 in 2024 (with Christina Favilla), indicating a procedural lapse in Section 16(a) compliance—monitor for remediation.
- SPAC structural conflicts: Sponsors and insiders collectively controlled ~54% of ordinary shares via founder shares; insiders’ founder shares and private placement warrants can retain value even if public shareholders’ returns are negative—board (including Audit) must actively mitigate misalignment risks in deal evaluation.
- Time-allocation risk: Directors are not required to commit full-time and are engaged in other endeavors—standard for SPACs but a potential governance risk if diligence demands intensify near combination.
- Market/liquidity context: Securities are quoted on OTCPINK after Nasdaq delisting (Dec 2024), which may affect investor confidence and liquidity; reinforces need for conservative financial controls and transparent disclosures.
Overall: Javeri’s finance pedigree and Audit chair role bolster board effectiveness on controls and transaction diligence. Key watch items are procedural compliance (Section 16 timely filings), equity alignment, and SPAC-specific sponsor incentives; robust committee processes and disclosures are the primary mitigants.