Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 7, 2022, the board of
directors (the “Board”) of Ahren Acquisition Corp. (the “Company”) appointed Jonathan Roney, FCA,
to the Board. Mr. Roney was appointed to serve as a Class I director with a term expiring at the Company’s first annual general
meeting of shareholders. Mr. Roney’s term begins on April 8, 2022. The Board determined that Mr. Roney is an “independent
director” as defined in the applicable rules of The Nasdaq Stock Market LLC.
Mr. Roney, 48, is a fund director
at Paradigm Governance Partners Limited, a Cayman Islands based provider of governance and fiduciary services to the investment funds
industry (“Paradigm”). At Paradigm, Mr. Roney acts as a professional independent director where he sits on the boards
of hedge funds, private equity funds, and investment management companies. He has acted as a director to Cayman Islands companies for
more than 10 years and has more than 20 years of experience in the financial services industry. Mr. Roney sits on a broad range of open
and closed ended funds employing strategies such as equity, credit, quantitative, systematic, fund of funds, special situations, private
equity, real estate and loan origination. He has extensive experience and knowledge of hedge fund governance, operations, fund administration
and regulatory risk management. Prior to joining Paradigm in December 2020, Mr. Roney spent 8 years at Intertrust Corporate Services (Cayman)
Ltd (“Intertrust”) within the Fund Services Governance Team where he both led the team and acted as a professional
independent director. Before Intertrust, Mr. Roney spent four years as the head of the Structured Finance and Liquidations teams at Citco
Trustees Cayman having previously run the shadow NAV Accounting Team at KBC AIM, a UK based investment manager. His earlier roles included
heading the Client Accounting and Liquidations team at Maples Finance, a Cayman based fiduciary business and at Deutsche Bank, London
within their convertible bonds business. Mr. Roney is a Professional Director registered pursuant to the Directors Registration and Licensing
Act 2014. He is also a fellow of the Institute of Chartered Accountants in England and Wales, has a bachelor's degree in Biochemistry
from Imperial College, London and is a member of the Cayman Islands Directors Association. Mr. Roney is a citizen of the United Kingdom
and is a permanent resident of the Cayman Islands.
On
April 7, 2022, the Company entered into a director services agreement with Paradigm and Mr. Roney pursuant to which Paradigm and Mr.
Roney have consented to Mr. Roney’s service as a director of the Company (the “Director Services Agreement”).
Under the Director Services Agreement, the Company will pay an annual fee of $25,000 for Mr. Roney’s services, increasing to $40,000
upon execution of a letter of intent with a target business for an initial business combination. The Company has agreed to provide contractual
indemnification to Paradigm for liabilities that may arise by reason of Mr. Roney’s service as a director, and to advance expenses
incurred as a result of any proceeding as to which Paradigm could be indemnified.
On
April 7, 2022, the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. Roney, pursuant
to which the Company has agreed to provide contractual indemnification, in addition to the indemnification provided in the Company’s
amended and restated memorandum and articles of association, against liabilities that may arise by reason of his service on the Board,
and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified, in the form previously
filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-261334) for its initial public offering,
initially filed with the U.S. Securities and Exchange Commission on November 24, 2021 (the “Registration Statement”).
On
April 7, 2022, the Company entered into a letter agreement with Mr. Roney (the “Letter Agreement”) on substantially
the same terms as the form of letter agreement previously entered into by and between the Company and each of its other directors in
connection with the Company’s initial public offering.
The
foregoing descriptions of the Director Services Agreement, the Indemnity Agreement and the Letter Agreement do not purport to be complete
and are qualified in their entireties by reference to the Director Services Agreement, the form of indemnity agreement and the Letter
Agreement, copies of which are attached as Exhibit 10.1 hereto, Exhibit 10.5 to the Registration Statement and Exhibit 10.2 hereto, respectively,
and are incorporated herein by reference.
Except
for the arrangement between the Company and Paradigm described above, there are no arrangements or understandings between Mr. Roney and
any other persons pursuant to which Mr. Roney was selected as a director of the Company. There are no family relationships between Mr.
Roney and any of the Company’s other directors or executive officers and Mr. Roney does not have any direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.