Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Certain Officers and Directors
On February 9, 2023, (i) Whitney Bower resigned as Chairman and Chief Executive
Officer, (ii) Peter Low resigned as Chief Financial Officer and director and (iii) Michael Alter and David Lang resigned as independent
directors of Noble Rock Acquisition Corporation (the “Company”) effective immediately. None of Messrs. Bower, Low, Alter or
Lang advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
Appointment of Certain Officers and Directors
On February 9, 2023, the Board of Directors (the “Board”) of
the Company appointed Aemish Shah as the Chairman and Chief Executive Officer of the Company and Manpreet Singh as Chief Financial Officer
and a director of the Company.
The Board also appointed Joseph Tonnos, David Tanzer and Asad Zafar to
serve as directors of the Company. Each of Messrs. Tonnos, Tanzer and Zafar have been determined by the Board to be an independent director
under the listing rules of the Nasdaq Stock Market.
The Board determined that the Class I Director will be Manpreet Singh,
the Class II Directors will be Aemish Shah and Joseph Tonnos and the Class III Directors will be David Tanzer and Asad Zafar.
The Board also made certain committee appointments as follows:
The Audit Committee shall consist of Joseph Tonnos (Chair), David Tanzer,
and Asad Zafar.
The Compensation Committee shall consist of Asad Zafar (Chair), Joseph
Tonnos, and David Tanzer.
The Nominating and Corporate Governance Committee shall consist of
David Tanzer (Chair), Asad Zafar, and Joseph Tonnos.
Biographical information regarding the Officers and Directors is as
follows:
Aemish Shah
Aemish Shah serves as Chief Executive Officer and Chairman
of the Company. He has served as a director of the Company since January 2021. Since January 2016, Mr. Shah has been the Co-Founder and
Managing Partner of General Global Capital (“GenGlobal”), a growth state technology investment firm focused on software and
financial technology companies with notable investments that include Carta, SpaceX, SoFi, Impossible foods, Digital Ocean, Rubrik, Grab
Inc., Figure Technologies, Caastle, Avant/Amount and Postmates. Mr. Shah has over sixteen years of experience as a technology investor
and financial services banker. Over the course of his career, he has worked on over twenty successful M&A transactions with an aggregate
value of over five billion dollars. Mr. Shah has also served on numerous non-profit boards and currently works with TeacherCraft, an EdTech
non-profit focused on professional development. Mr. Shah began his career with Pricewaterhouse Coopers as a Senior Associate in the financial
advisory practice. Mr. Shah graduated from Cornell University with a Bachelor of Science in Operations Research and Industrial Engineering.
Manpreet Singh
Manpreet Singh CFA serves as Chief Financial Officer
and a director of the Company. From 2018 to the present, Mr. Singh has served as the CIO at Singh Capital Partners (“SCP”)
where he is responsible for all investment decisions and operations. In 2006, Mr. Singh became one of the youngest CFA charter holders
in the world and was profiled by the organization as its “Most Ambitious” member. He serves on the numerous public, non-profit
and private company boards including Cemtrex (Nasdaq: CETX), Investcorp India Acquisition Corp (Nasdaq: IVCA), AcquCo, PartsAvatar, Oats
Overnights, US Inspect, Snowball Industries, Shukr Investments, Suburban Hospital (John Hopkins Medicine) and Dingman Center at the Smith
School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also
holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park.
Joseph Tonnos
Joseph Tonnos serves as an independent director of the Company.
Since March 2021, Mr. Tonnos has served as the Chief Financial Officer of GSR II Meteora Acquisition Corp., a $317 million SPAC which
announced a business combination with Bitcoin Depot Inc. Since 2021, Mr. Tonnos has been a Principal and Associate Portfolio Manager at
Meteora Capital, an investment adviser specializing in SPAC-related and illiquid investments. During 2021, Mr. Tonnos also served as an
Associate Portfolio Manager at Glazer Capital. From 2017 to 2021, Mr. Tonnos worked at Mistral Equity Partners, a consumer & retail
focused investment group as a Principal. From 2017 to 2022, Mr. Tonnos served as the Senior Vice President of Haymaker I, II, and III,
three special purpose acquisition companies affiliated with Mistral Equity Partners. In the last five years, he served or continues to
serve on several boards, including Worldwise, Inc., a privately held pet products company, Los Sundays Tequila, a lifestyle beverage company,
and Aether Diamonds, a carbon-negative diamond producer, among others. Mr. Tonnos has also been a board observer of The Lovesac Company,
Inc. (NASDAQ: LOVE) from 2017 until 2021 and serves on the Board of Advisors at Niagara University. Prior to Mistral, Mr. Tonnos served
as an investment banker at Bank of America Merrill Lynch and Lazard in the Consumer & Retail groups and as a foreign exchange trader
at CIBC Capital Markets. Mr. Tonnos received his B.S. and M.B.A. from Niagara University, graduating magna cum laude.
David Tanzer
David Tanzer serves as an independent director of the Company.
Currently, Mr. Tanzer is a manager for Mercury FundingCo., LLC since June 2019, an executive chairman of XGen Ai since March 2020, a board
observer of Veransa Group since December 2021, and a board observer of Open Road Integrated Media since December 2021. From 2019 to 2020,
Mr. Tanzer was the Chief Executive Officer at TBD Safety, LLC which sold personal emergency response system products. Prior to that, Mr.
Tanzer was Chief Executive Officer at LifeShield, LLC which sold home security products from February 2017 to February 2018. In total,
Mr. Tanzer has over 35 years of experience in senior operating roles and investing in and advising acquisition candidates and operating
companies in industry sectors including media, B2B SaaS, sustainability, real estate and AI/machine learning. Mr. Tanzer has served on
10 boards, including Healthy Directions (an American Securities Capital Partners portfolio company), CurtCo Robb Media (GE Capital) and
The Noodle Companies and its four operating subsidiaries. Mr. Tanzer has provided M&A consulting services to leading private equity
firms including Blackstone Partners, Elevation Partners, Great Hill Partners, Insight Partners, Lee Equity Partners, Madison Dearborn,
Warburg Pincus and Zelnick Media, as well as companies such as InterActiveCorp, NutriSystem, Publishers Clearinghouse, and Scholastic.
Mr. Tanzer received his B.A. from Harvard College, graduating magna cum laude, and his MBA from Harvard Business School, where he was
a Baker Scholar.
Asad Zafar
Asad Zafar serves as an independent director of the Company.
From September 2021 to present, Mr. Zafar has worked as a Portfolio Manager at Vitol. Prior to that, Mr. Zafar worked as an analyst for
Citadel Global Equities from July 2017 to August 2020. From March 2015 to July 2017, Mr. Zafar worked at Karlin Asset Management as managing
director and portfolio manager. Throughout his career, Mr. Zafar has directly managed over $1 billion in equity portfolios. Mr. Zafar
received his MBA from The Wharton School of the University of Pennsylvania where he was a Joseph H. Lauder fellow and a B.A. from Ohio
Wesleyan University where he was a Presidential Scholar. Mr. Zafar holds the Chartered Financial Analyst (CFA) designation, Certified
in Quantitative Finance (CQF) designation and CPIM (Certified in Product and Inventory Management) designation.
There are no arrangements or understandings pursuant to which such
officers and directors were selected. Further none of such officers or directors have a direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.