We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular opportunity.

Middle-Market Business

We will seek to acquire one or more businesses with an enterprise value in between $750 million and $2 billion, determined in the sole discretion of our officers and directors according to reasonable accepted valuation standards and methodologies. We believe that the middle-market segment provides the greatest number of opportunities for investment and where we believe we have the strongest network to identify opportunities.

Differentiation Aligned with Sustainability

We will seek to acquire one or more businesses that offer innovative and unique products, services and technology solutions that promote and profit from sustainability, including energy efficiency, decarbonization, resource efficiency and productivity improvement, and/or help their customers achieve their own sustainability objectives.

Defensible Market Position

We will seek to acquire one or more businesses that have a defensible position within its target market(s) as a result of a differentiated technology, distribution capabilities, customer service or other competitive advantages.

Established Businesses

We will seek to acquire one or more businesses or assets that have a history of, or potential for, strong and stable cash flow generation with predictable and recurring revenue streams.

Robust Growth Prospects

We intend to focus on candidates who have strong long-term growth prospects and will benefit from access to additional capital to accelerate organic growth and/or inorganic growth through future add-on acquisitions. We believe that our ability to source proprietary opportunities and execute such transactions will help the business we acquire serve as a platform for further consolidation.

Strong Management Teams with a Proven Track Record

We intend to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with the potential target’s management team and expect that the operating and financial abilities of our management and board will help the potential target company to unlock opportunities for future growth and enhanced profitability.

Benefit from our Capabilities

We will seek to acquire a business where the collective capabilities of our management, board and sponsor can be leveraged to tangibly improve the operations and market position of the target.

Benefit from Being a Public Company

We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

Risk-Adjusted Return

We intend to acquire one or more companies that we believe can offer attractive risk-adjusted return on investments for our stockholders.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.