Qell Acquisition Corp. (“Qell”) is a newly organized, special purpose acquisition company (“SPAC”) incorporated as a corporation in the Cayman Islands and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. At this time, we have not selected any business combination target. We have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a suitable initial business combination target in the next-generation mobility, transportation and sustainable industrial technology sectors, but we may pursue an initial business combination target in any stage of its corporate evolution or in any industry, sector or geographic location. We plan to leverage our management team’s extensive experience in our target sectors, along with its and the PIMCO private funds’ significant networks of business owners, company executives, board members, investment bankers, attorneys, venture capital and private equity investors, consultants and others to identify attractive initial business combination opportunities. We believe this approach, and our management team’s successful track-record across a variety of subsectors within these industries, will provide meaningful opportunities to drive value creation for stockholders. Our independent director nominees also have significant experience in our target sectors and with acquisitions, divestitures, corporate strategy, technology and operations. We expect their experience and expertise will enhance the management team’s perspective as we evaluate potential initial business combinations and support management after completing an initial business combination, to the extent they remain on our board of directors following the completion of our initial business combination.
Our acquisition criteria and managerial expertise position us to capitalize on attractive investment opportunities within the next-generation mobility, transportation and sustainable industrial technology sectors. We believe these are large global markets characterized by strong growth opportunities for disruptive technologies and innovative solutions and which face a significant evolution in customer preferences. In total, sources estimate that our target sectors will account for more than $4.7 trillion of annual business activity by 2030 with estimated 15x growth in battery electric vehicles by such time. Allied Market Research estimates that the global smart cities market will be worth $2.4 trillion annually by 2030. Additionally, Frost & Sullivan expects the autonomous vehicle services market to grow to $203 billion annually by 2030. We believe the growth in these markets will be driven in large part by fleets and individual consumers demanding increased connectivity, by more efficient and smarter transportation and infrastructure, and by secular trends such as the continued penetration of e-commerce, which is currently and anticipated to continue growing at 15%+ annually for the next three years, according to E-Marketer.com, the advent of automation and the streamlining of supply chains, all of which are fundamentally changing the logistical flow of goods and services.
In addition, we believe fleet, consumer, government and investor perspectives on sustainability, in concert with ongoing improvements in the cost and performance of low-emissions solutions, are driving demand for cleaner powertrain technologies and alternative energy across the world. The EPA estimates that transportation and industrial accounted for approximately 50% of total U.S. greenhouse gas (“GHG”) emissions in 2018, making our target sectors one of the largest focus areas for carbon reducing and sustainable technologies and efficiency improvements. As a result, we believe our large and fragmented target markets, including, according to date provided by the American Trucking Association in 2018, the approximately $800 billion trucking industry in the U.S., are ripe for growth well in excess of the broader economy. With a track-record of extensive investment and transaction and operational experience in the space, we believe our management team is well suited to identify and engage with actionable targets in these fragmented and technical industries. We plan to evaluate opportunities related to automotive and commercial vehicle technology; ecosystems focused on enhancing fleet and consumers’ sales, cost structures and service experiences; telematics/fleet management; logistics technologies; smart cities; and energy efficient and next-generation sustainable infrastructure as they relate to mobility and corresponding industrial applications, all of which we believe are complemented by our management team’s core competencies and meet our acquisition criteria.
We believe that in these sectors there are a number of existing companies that would benefit from access to the public markets and to our management team’s significant operating expertise and deep network of industry relationships.
Our management team
Our management team (in addition to our director nominees discussed below) is led by Barry Engle, our Chief Executive Officer, and Sam Gabbita, our Chief Financial Officer. The two have significant operational and transactional experience, primarily in the automotive, commercial vehicle and alternative energy industries. Mr. Engle and Mr. Gabbita collaborated extensively during their involvement with Agility Fuel Systems, a Tier 1 supplier of clean fuel solutions for medium- and heavy-duty commercial vehicles. They significantly grew and professionalized the business prior to selling the company to Hexagon Composites. We believe this shares history and their demonstrated success working together provide a strong foundation to deliver results in this latest undertaking. We also believe our management team has complementary skills and experience relevant to our target markets that will foster the development of creative solutions for complex challenges and business opportunities, which we believe represent a clear and sustainable competitive advantage. Supplementing this differentiated experience is management’s vast network of relationships, extending from the leadership of the largest industrial conglomerates and global automotive OEMs to entrepreneurs at early-stage technology ventures across our target markets as well as consultants, private equity and venture capital firms, and more. Our executive management team’s efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our director nominees, each of whom have significant experience in our target sectors and with serving as officers and directors of public and private companies in our key target sectors. We believe that our access to and affiliation with our director nominees represents a competitive advantage. Our management team has experience in:
- Operating both large corporations and dynamic, entrepreneurial companies, achieving success and delivering results in both environments
- Managing large business units across diverse and global markets while contributing to performance initiatives that generate growth and enhance value
- Driving results as senior executives and active board members, and setting clear and effective business strategies for companies in the emerging mobility and alternative energy sectors
- Restructuring and reinvigorating the operations of troubled or undervalued businesses to return them to growth and profitability
- Leveraging strategic insight from their transaction experiences in private equity and venture capital markets.
Barry Engle serves as our Chief Executive Officer. Mr. Engle has experience in operational, financial and managerial roles within the international automotive sector, as well as growth-oriented companies across various industries. He has spent the past five years serving in senior executive roles at General Motors Company (“GM”). From April 2019 through August 2020, Mr. Engle served as President of GM North America, which is GM’s largest segment with $100+ billion in 2019 revenue. Under his leadership, GM frequently beat Wall Street research analysts’ consensus operating income expectations, including during the unprecedented COVID-19 pandemic. During his tenure, GM also achieved significant retail market share gains in the important full-size pickup segment. In addition to his responsibilities for GM North America, Mr. Engle was Global Head of Chevrolet and served on the board of GM’s China joint venture. Before this, Mr. Engle served as the President of GM International, where he significantly restructured its Asian operations, including driving a rapid turnaround in its Korean business by working with unions, the government and suppliers. Mr. Engle joined GM in September 2015 as President of GM South America, leading the business unit through the region’s economic recession and achieving market leadership in Brazil, the region’s largest market, for 50+ consecutive months while reorganizing the business to improve its profitability. Prior to joining GM, Mr. Engle spent time leading high growth, private equity and venture capital-backed companies, serving as Chief Executive Officer of Agility Fuel Solutions and of European electric vehicle manufacturer Think EV. Before joining Think EV, Mr. Engle spent two years as President and CEO of New Holland Agricultural Equipment in Turin, Italy. Mr. Engle also spent a number of years with Ford Motor Company where he served as President & CEO of Ford Canada, President of Ford Brazil, and led U.S. Marketing for the Ford brand. During his early career with Ford, Mr. Engle also spent time living and working in Mexico and Japan, where he was responsible for Mazda’s global brand strategy. Finally, Mr. Engle has previously led an entrepreneurial endeavor of his own. During the period 1997-2000, he sourced and executed an acquisition, purchasing and operating a retail automotive dealership in the Salt Lake City metro area, Barry Engle Chrysler-Plymouth-Jeep. Mr. Engle holds a BA in Economics, with a minor in Spanish, from Brigham Young University as well as an MBA from The Wharton School at the University of Pennsylvania. Mr. Engle has also served on the National Advisory Council for the Marriott School of Business at Brigham Young University since 2006. We believe Mr. Engle’s long track-record of success and broad experience leading organizations both large and small around the world, in addition to his network of OEM, commercial vehicle and technology leaders provide us with a differentiated perspective in both sourcing targets and ultimately, creating value in the company we endeavor to acquire.
Sam Gabbita serves as our Chief Financial Officer and has agreed to serve as a director following the completion of this offering. Mr. Gabbita has held a variety of positions across financial and managerial functions within the financial services industry. From January 2020 through September 2020, Mr. Gabbita led OGCI Climate Investments’ (“CI”) San Francisco office. CI is a $1 billion dollar fund that invests in solutions to decarbonize pollutant sectors such as energy, industrials and commercial transportation. Prior to that, from September 2006 to December 2016, Mr. Gabbita served as Managing Director at Element Partners, a sustainability-focused private investment fund that managed $850 million of capital and over 25 portfolio companies. At Element, he made venture and growth investments in sustainable technology companies in the clean transportation arena, including Agility Fuel Solutions (“Agility”), where he and Mr. Engle worked together on various strategic and value enhancing initiatives. Mr. Gabbita also served as Chairman of Agility after its sale to Hexagon Composites, from March 2018 to December 2019. In addition, he has served on boards of several high growth companies including XL Hybrids, Qnergy, Kairos Aerospace, Soleras Advanced Coatings and others. Mr. Gabbita spent the early part of his career working at various financial services firms: at Lazard Freres as an associate focusing on financial restructuring; at Nautic Partners, a private equity firm, as an associate focusing on growth, buyout and venture investments; and at Salomon Brothers, as a financial analyst covering firms in the industrial sector. Mr. Gabbita graduated Magna Cum Laude with a BA in Economics from the University of California at Los Angeles, and earned an MBA from The Wharton School at the University of Pennsylvania. We see Mr. Gabbita as a complementary addition to the management team with a long track-record and significant experience in a variety of financial and managerial positions and in operating growth companies and executing transactions within large financial institutions.
Kathleen Ligocki, who has agreed to serve as a director following the completion of this offering, is a serial CEO having led four innovative early to growth stage venture capital backed companies (Agility Fuel Solutions, Harvest Power, Next Autoworks, GS Motors) and one Fortune 1000 public company (Tower Automotive). Ms. Ligocki also served as an Operating Partner at Kleiner Perkins Caufield & Byers, one of Silicon Valley’s top venture capital providers, working with the firm’s sustainable industrial technology ventures on strategic challenges, scaling operations and commercialization. She brings 40 years of experience including Ford, United Technologies and GM where she led operations in the Americas, Europe, Africa, Middle East, Russia, India and China. Ms. Ligocki currently serves as an Independent Director on three public boards (Lear Corporation, PPG, and Carpenter Technology) one private board (Farmers Business Network) and the Indiana University Foundation. Ms. Ligocki earned a BA with highest distinction from Indiana University Kokomo and holds an MBA from The Wharton School at the University of Pennsylvania where she was a GM Fellow. She has also been awarded honorary doctorate degrees from Indiana University Kokomo and Central Michigan University
Joseph Walker, who has agreed to serve as a director following the completion of this offering, was an investment banker and a Vice Chairman and Managing Director with JP Morgan Chase & Co. (“JP Morgan”) before his retirement in June 2018, and provides expertise in operations management, corporate finance, capital budgeting, transaction execution and restructuring. He currently serves on the board of Immplecate, Inc., a privately-owned early stage medical research company, and has prior experience serving on the boards of Hertz and Liquid Environmental Solutions. In addition to these corporate boards, Mr. Walker currently serves on the Advisory Board of Columbia University Medical Center and of Applied Innovation at the University of California Irvine. Before re-joining JP Morgan as a Vice Chairman in 2012, Mr. Walker co-founded KW Advisors, a strategic advisory partnership which advised a variety of major and start-up corporations, including Dana Holdings on a major restructuring, after spending 5 years as a senior adviser to General Motors. While there, he counseled GM on a variety of corporate finance, capital budgeting, M&A and restructuring issues. From 1998 to 2000, Walker served as the global head of Technology, Media and Telecommunications Investment Banking at JP Morgan. Mr. Walker also co-led JP Morgan’s mergers and acquisitions group after helping the firm build their global M&A practice. Additionally, Mr. Walker was a member of the firm’s Investment Banking Management Committee as well as the firm’s Global Strategic Advisory Council. Mr. Walker spent the early part of his time at JP Morgan working in various capacities, including assignments in South Korea and Japan. Mr. Walker earned both a BA in Political Science and an MBA in Finance and Public Administration from Columbia University in New York. Steve Adams, who has agreed to serve as a director following the completion of this offering, is the Chief Operating Officer at North American Holding Company (“NAHC”), a privately held investment company and family office based in Brentwood, TN. NAHC makes early stage and venture investments, and manages a family office and charitable foundation. In addition, Mr. Adams has been a Director of Agility Fuel Solutions since 2010, serving on its Audit and Compensation Committees. Before serving as a director, Mr. Adams served as Chairman and President of FAB holdings, an Agility Fuel Solutions predecessor company, from 2005 to 2010 and from 2000 to 2005, respectively. Before his roles at Agility, Mr. Adams held strategic and financial roles in the healthcare industry after beginning his career with Deloitte in 1982. Mr. Adams is a graduate of Drake University, and a member of the American Institute of Certified Public Accountants.
Ryan Popple, who has agreed to serve as a director following the completion of this offering, has served, since April 2016, as a partner at the venture capital firm R7 Partners and an executive director of Proterra, a leader in the design and manufacture of zero-emission electric vehicles, since May 2014. Mr. Popple has served on the board of the Silicon Valley Leadership Group since April 2016 and is currently a member of the executive board. Before his current roles, Mr. Popple served as CEO of Proterra for over five years beginning in October 2014, leading the company through technology development, exponential revenue growth and the establishment of its Tier-1 EV component business unit. Before that, he was a partner at the venture capital firm Kleiner Perkins Caufield & Byers, from April 2010 to October 2014. Mr. Popple was also an early employee at Tesla Motors where he served as a senior director of finance and was focused on strategic financial planning and corporate and business development. Mr. Popple served as an officer in the U.S. Army and has a Bachelors degree in Business Administration from the College of William & Mary and earned his MBA from Harvard University.
David Cozzens, who has agreed to serve as a director following the completion of this offering, has served on the boards of revVana since January 2019 and Kareo since July 2018, each of which are venture and growth-stage technology companies seeking to revolutionize established markets. He was also an advisor and served on the board of Digital Map Products from January 2019 until its acquisition by Lightbox in June 2019. Prior to his current roles and from May 2007 to August 2016, Mr. Cozzens served as the CEO of Telogis, a global enterprise Software-as-a-Service company. Under his leadership, Telogis grew from a start-up to become one of the largest players in the connected vehicle/smart mobility market leading to its acquisition by Verizon Communications. Before joining Telogis, Mr. Cozzens served as Vice President of Operations for Novell Americas. Prior to this role, Mr. Cozzens held a number of senior executive positions at Novell including area vice president and general manager for the Midwest and Federal businesses as well as vice president of North America Consulting. Before joining Novell, Mr. Cozzens was the Vice President of Consulting at Cambridge Technology Partners before its acquisition by Novell. Mr. Cozzens earned a B.S. in Mechanical Engineering from the University of Tennessee and a dual MBA degree in International Business from the Wirtschaftsuniversität Wien (Vienna University of Economics and Business)/University of South Carolina. In addition to the aforementioned nominated directors, and in recognition of our unique relationship, we have also given the PIMCO private funds the right to a board observer seat. The PIMCO private funds’ initial board observer is expected to be David Gluckman.
David Gluckman is a senior vice president, portfolio manager, and investment analyst for PIMCO’s Global Credit Opportunity Strategy where he focuses on credit relative value opportunities and special situations. Previously, he was a credit analyst responsible for the automotive and metals & mining industries. Prior to joining PIMCO in 2014, he worked for Ares Management, where he focused on senior loan and mezzanine investments. Previously, he was an analyst at Houlihan Lokey in the financial restructuring group. He has 11 years of investment experience and holds an MBA in finance from The Wharton School of the University of Pennsylvania, where he was a Palmer Scholar. He received a BA in Business Economics, summa cum laude, from the University of California, Los Angeles.
PIMCO Private Funds
PIMCO is one of the world’s premier fixed income investment managers. For nearly 50 years, PIMCO has worked relentlessly to help millions of investors achieve their objectives—regardless of shifting market conditions. Today, PIMCO has offices around the world and more than 2,800 professionals committed to its mission: delivering superior investment returns, solutions and service to its clients. PIMCO’s alternatives platform combines the firm’s time-tested investment process with opportunistic approaches to marketable and private credit, global real estate, macroeconomic, and quantitative strategies. As of June 30, 2020, PIMCO had approximately $1.92 trillion in assets under management, including over $40 billion in alternatives strategies. PIMCO is owned by Allianz S.E., a leading global diversified financial services provider. The PIMCO private funds are members of our sponsor. We believe our affiliation with the PIMCO private funds may assist us in sourcing and consummating an initial business combination. However, they have no obligation to assist us in consummating our initial business combination.