Item
5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
The
information set forth in Item 1.01 is incorporated herein by reference.
Jonathan
J. Ledecky, 64 years old,has been a co-owner of the National Hockey League’s New York Islanders franchise since October 2014.
He also serves as an Alternate Governor on the Board of Governors of the NHL and as President of NY Hockey Holdings LLC. Mr. Ledecky
has also served as chairman of Ironbound Partners Fund, LLC, a private investment management fund, since March 1999. He served as President
and Chief Financial Officer and as a director of Newtown Lane Marketing, Incorporated from October 2015 until it consummated its merger
with Cyxtera Cybersecurity, Inc. (d/b/a AppGate), a cybersecurity company, in October 2021. He has continued to serve as a director of
the company (now Appgate Inc.) since such date. He served as the President and Chief Operating Officer and as a director of Northern
Star Acquisition Corp. from September 2020 until it consummated an initial business combination with Barkbox, Inc., an omnichannel brand
serving dogs across the four key categories of play, food, health and home, in June 2021 (NYSE: BARK). He has continued to serve as a
director of the company (now Bark, Inc.) since such date. Since November 2020, he has served as the President, Chief Operating Officer
and a director of each of Northern Star Investment Corp. II (NYSE: NSTB), Northern Star Investment Corp. III (NYSE: NSTC) and Northern
Star Investment Corp. IV (NSTD). Since October 2020, he has also served as Chairman of the Board of Pivotal Investment Corporation III
(NYSE: PICC). Each of the foregoing companies is a blank check company that is currently searching for an initial business combination.
From July 2019 to December 2020, he was also the Chief Executive Officer and Chairman of the Board of Directors of Pivotal Investment
Corporation II (NYSE: PIC), a blank check company that consummated an initial business combination with XL Fleet, a provider of fleet
electrification solutions for commercial vehicles in North America. From August 2018 to December 2019, he served as Chairman and Chief
Executive Officer of Pivotal Acquisition Corp. (NYSE: PVT), a blank check company that consummated an initial business combination with
KLDiscovery Inc., a leading global provider of eDiscovery, information governance and data recovery solutions to corporations, law firms,
insurance companies and individuals, in December 2019. Mr. Ledecky continued to serve as a member of the board of KLDiscovery from its
merger until June 2021. Mr. Ledecky previously founded U.S. Office Products in October 1994 and served as its Chief Executive Officer
until November 1997 and as its Chairman until its sale in June 1998. U.S. Office Products was one of the fastest start-up entrants in
the history of the Fortune 500 with sales in excess of $3 billion within its first three years of operation. From 1999 to 2001, Mr. Ledecky
was vice chairman of Lincoln Holdings, owners of the Washington sports franchises in the NBA, NHL and WNBA. He has served as a trustee
of George Washington University and the U.S. Olympic and Paralympic Foundation, director of the U.S. Chamber of Commerce, and as a commissioner
on the National Commission on Entrepreneurship. In 2004, Mr. Ledecky was elected the Chief Marshal of the 2004 Harvard University Commencement,
an honor bestowed by his alumni peers for a 25th reunion graduate deemed to have made exceptional contributions to Harvard and the greater
society while achieving outstanding professional success. Mr. Ledecky received a B.A. (cum laude) from Harvard University in 1979 and
an M.B.A. from the Harvard Business School in 1983. We believe Mr. Ledecky’s qualifications to serve on the Board include his extensive
executive leadership and business and entrepreneurial experience, including experience with public shell companies looking to make acquisitions.
Arnold
P. Kling, 63 years old, has, since 2003, been managing partner for several private equity investment funds focused on early-stage companies
whose technologies have the potential to disrupt their targeted markets. Mr. Kling has also been serving as Vice-Chairman of UAV Turbines,
Inc., a privately held Florida based micro-turbine engine manufacturer, since 2011, founding shareholder and a member of the board of
directors of Materialytics Technology Corp., a privately held Texas based material provenance/traceability technology, since 2009, as
well as a member of the board of directors of H.C. Wainwright & Co, LLC, a leading New York life science investment bank, since 2021.
From 2010 to 2019, Mr. Kling was the President and a member of the board of directors of Protalex, Inc. (OTCBB: PRTX), a biotechnology
company. From 1999 to 2003 he was Managing Director of Adelphia Holdings, LLC, an investment firm founded in conjunction with a European
family office, and from 1995 to 1999, he was Managing Director and general counsel of GH Venture Partners, LLC, a private merchant bank.
Prior to that, from 1993 to 1995, he was a senior executive and general counsel of Buckeye Communications, Inc. a Nasdaq listed licensing
and multimedia company, and from 1990 through 1993 he was as an associate and partner in the corporate and financial services department
of Tannenbaum, Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling received a Bachelor of Science degree
from New York University in International Business and a Juris Doctor degree from the Benjamin Cardozo School of Law.