Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2023,
Matthew S. Daly, a Director and Strategic Advisor of Kimbell Tiger Acquisition Corporation (the “Company”), resigned from
the board of directors (the “Board”) of the Company. Mr. Daly’s resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Daly will continue to serve
in the capacity of Strategic Advisor to the Company, and continue to serve as Chief Operating Officer of the general partner of Kimbell
Royalty Partners, LP, the ultimate parent of our sponsor, Kimbell Tiger Acquisition Sponsor, LLC.
Also on
February 7, 2023, upon the recommendation of the nominating and corporate governance committee of the Board (the
“Nominating and Corporate Governance Committee”), William H. Goodwin was appointed as a director of the Board, to fill
the vacancy created by the resignation of Mr. Daly, and appointed to the audit committee of the Board (the “Audit
Committee”). After a thorough review of his background and relevant experience as well as his qualifications as an independent
director, the Nominating and Corporate Governance Committee affirmatively determined that Mr. Goodwin (i) is an
independent director under the applicable rules of The New York Stock Exchange and as such term is defined in
Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and (ii) meets all applicable requirements
for membership on the Audit Committee.
There is no arrangement
or understanding between Mr. Goodwin and any other persons pursuant to which Mr. Goodwin was appointed as a director. Furthermore,
there are no family relationships between Mr. Goodwin and any other director or executive officer of the Company and there are no
transactions between Mr. Goodwin and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
The following sets forth
certain information concerning Mr. Goodwin’s past employment history, directorships held in public companies, if any, and qualifications for service on the Company’s board.
Mr. Goodwin is co-founder
and Managing Partner at Esperanza Capital Partners (“ECP”) where he is a member of the firm’s investment committee.
He oversees investment sourcing, diligence, and transactional negotiations along with general firm management and execution.
Prior to co-founding
ECP in 2021, Mr. Goodwin was a Partner at Millennial Energy Partners (“MEP”), a Houston-based oil and gas investment
firm and direct asset manager. During his tenure at MEP, Mr. Goodwin managed the firm’s operating subsidiaries and chaired
operating committees for the firm’s active investment vehicles while serving on the York Tactical Energy Fund I, LP (“YTEF”)
investment committee. Prior to MEP, He worked at Nexen Inc. (“Nexen”) in various technical roles for producing assets in the
U.S. Gulf of Mexico shelf and deep-water. He continued working at Nexen through its merger with China National Offshore Oil Company. Mr. Goodwin
currently serves on the advisory board and is a founding investor in Cantium LLC, a York Capital controlled exploration and production
company. He holds a B.S. in Geology from Louisiana State University.
Mr. Goodwin will
receive compensation consistent with the Company’s compensation program for non-employee directors.
In connection with his
appointment as director, Mr. Goodwin is entering into a standard form of indemnity agreement for directors and a joinder agreement
to the letter agreement, dated as of February 3, 2022, entered into by the Company with its directors, officers and the other parties
thereto in connection with the Company’s initial public offering. The Company’s form of indemnity agreement for directors
and the letter agreement were described in, and the forms of such agreements were filed as exhibits to, the Company’s registration
statement relating to the Company’s initial public offering (File No. 333-258260).