PNTM Pontem Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 10, 2023, Burak Alici, a member of the Board of Directors (the “Board”) of Pontem Corporation (the “Company”), notified the Board of his decision to resign as a director of the Company effective immediately. Mr. Alici has been a member of the Board since the Company’s initial public offering (“IPO”) and was the Lead Director of the Board. Mr. Alici’s resignation was not due to any disagreement with the Company. Effective as of April 10, 2023, the Board appointed David Hagen, age 50, to serve on the Board. Mr. Hagen will serve as a Class III director of the Company.

Mr. Hagen is the Director of Business Development at QVIDTVM responsible for investor relations, marketing, and partnerships. Prior to QVIDTVM, Mr. Hagen was head of Institutional Equity Sales at Stephens Inc. He has over 20 years of equity capital markets experience helping companies raise capital. He specialized in working with mutual funds, hedge funds and investment partnerships, helping them deliver returns to investors. Prior to Stephens, Mr. Hagen spent 9 years at William Blair as a partner in equity sales helping the firm establish its New York office. He also worked for Thomas Weisel Partners and Lehman Brothers Inc. in New York and San Francisco. Mr. Hagen received a B.S. in Political Science from Santa Clara University.

The Company believes that Mr. Hagen’s extensive experience advising public and private companies on investment management, business development and other corporate matters make him well qualified to serve on the Board.

In connection with Mr. Hagen’s appointment as a director, on April 10, 2023, the Company entered into a letter agreement with Mr. Hagen (the “Letter Agreement”), pursuant to which, among other things, Mr. Hagen has agreed (i) to vote any Class A ordinary shares held by him in favor of the Company’s initial business combination; (ii) to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated; and (iii) to certain transfer restrictions with respect to the Company’s securities. The Letter Agreement contains substantially similar provisions to the letter agreement entered into by the Company with its other insiders at the time of the Company’s initial public offering. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

The Company also entered into an indemnification agreement with Mr. Hagen in connection with his appointment to the Board. The indemnification agreement is in substantially the same form as the Company’s standard form of indemnification agreement, a form of which was filed as Exhibit 10.5 to the Company’s Form S-1/A filed with the SEC on January 8, 2021.

There are no family relationships between Mr. Hagen and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Hagen that would require disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Hagen and any other person pursuant to which Mr. Hagen was appointed as a director of the Company.