Our officers, directors and director nominees are as follows: NAME AGE POSITION Rajiv Shukla 46 Chairman, Chief Executive Officer and Director Patrick A. Sturgeon 44 Chief Financial Officer and Secretary Darlene T. DeRemer 65 Director Nominee Eugene L. Podsiadlo 64 Director Nominee William Woodward 61 Director Nominee Rajiv Shukla has been our Chairman and Chief Executive Officer since inception and has two decades of buyouts, investments and operations experience in the healthcare industry. Since July 2020, Mr. Shukla has served as Chairman and Chief Executive Officer of Alpha Healthcare Acquisition Corp. (“AHAC”), a Nasdaq-listed special purpose acquisition company . Mr. Shukla is expected to serve as a director of Humacyte upon the closing of the business combination with AHAC, Mr. Shukla also served as Chairman and Chief Executive Officer of Constellation Alpha Capital Corp. (“CNAC”), a Nasdaq-listed special purpose acquisition company, from June 2017 to August 2019. Since August 2019, Mr. Shukla has served as an independent director on the board of directors of Ocunexus Therapeutics, a clinical stage biotech company. From June 2013 to May 2015, Mr. Shukla served as Chief Executive Officer of Pipavav Defence & Offshore Engineering Company (now Reliance Naval and Engineering Ltd.), an Indian listed shipbuilding and defense manufacturing company. In this role, he successfully implemented an extensive financial restructuring project and sold control to the Reliance ADA Group. Between 2008 and 2013, Mr. Shukla worked as an investor at ICICI Venture, Morgan Stanley Investment Management and Citi Venture Capital International. Throughout his investment career, Mr. Shukla has been involved with numerous investments in healthcare companies. As a private equity investor, Mr. Shukla was involved with numerous control and minority healthcare investments including a hospital roll-up platform comprising multiple control investments and significant minority stakes in tertiary care hospitals and outpatient treatment centers, a roll-up of specialty chemicals and animal health businesses, a U.S. based clinical research organization, a vaccine company, and three specialty pharma companies. From 2001 to 2006, Mr. Shukla served as Senior Director at Pfizer, Inc. (NYSE:PFE). In this role, he played a key role in several acquisitions including Pharmacia in 2003, Meridica in 2004, Vicuron Pharmaceuticals and Idun Pharmaceuticals in 2005, and Rinat Neuroscience in 2006. Mr. Shukla also led the operational integration of these organizations into Pfizer across multiple sites around the world. Mr. Shukla graduated from Harvard University with a Masters in Healthcare Management and Policy and received a Bachelors in Pharmaceutics from the Indian Institute of Technology. We believe Mr. Shukla is well qualified to serve as one of our directors due to his extensive operations, finance and investment experience. Patrick A. Sturgeon has been our Chief Financial Officer since inception and has nearly two decades of experience with M&A and equity capital market transactions in the healthcare and other sectors. Since July 2020, Mr. Sturgeon has served as Chief Financial Officer of AHAC. Since May 2020, Mr. Sturgeon has served as Chief Financial Officer of Brookline Capital Acquisition Corp., a Nasdaq-listed special purpose acquisition company. He has also served as a Managing Director at Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”) since March 2016. At Brookline, Mr. Sturgeon focuses on mergers and acquisitions, public financing, private capital raising, secondary offerings, and capital markets. On the public financing front, he focuses on SPAC transactions, primarily underwritten initial public offerings and initial business combinations. From July 2013 to February 2016, Mr. Sturgeon served as a Managing Director at Axiom Capital Management. He worked at Freeman & Co. from October 2002 to November 2011, where he focused on mergers and acquisitions in the financial services sector. Mr. Sturgeon received his B.S. in Economics from the University of Massachusetts, Amherst and his M.B.A. in Finance from New York University. Darlene T. DeRemer, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms part, was a founding partner of Grail Partners LLC in 2005 until her retirement in 2019, where she served as a senior banker focusing on the asset management industry worldwide. Prior to founding Grail, Ms. DeRemer served as an investment banker at Putnam Lovell NBF from 2003 to 2005. Prior to becoming an investment banker at Putnam Lovell NBF, Ms. DeRemer Darlene spent twenty-five years 106 Table of Contents as a leading adviser to the financial services industry, specializing in strategic marketing, planning, product design and the implementation of innovative service strategies, including operating her own strategy firm in asset management, DeRemer + Associates, the first consultancy focused on the U.S. mutual fund industry. From 1985 to 1987 Ms. DeRemer was vice president and director in the Asset Management Division of State Street Bank & Trust Company (now State Street Global Advisors) where she managed the $4 billion Pension Real Estate Department and developed marketing communications and client service programs. Prior to joining State Street, Ms. DeRemer was a vice president at T. Rowe Price & Associates from 1982 to 1985. Ms. DeRemer’s career started in strategic planning, at Tiger International and its subsidiary, Flying Tiger Airlines. Ms. DeRemer currently serves on the Syracuse University Board of Trustees and Investment and Endowment Committee, the board of directors of Confluence Technologies, LLC and as the ARK Investment ETF Trust chairman. She has previously has served on the Congressional task force which was instrumental in the passage of the Pension Portable Act of 1998 and she provided testimony to the U.S. General Accounting Office’s 2000 Mutual Fund Fee and Expense Study. Ms. DeRemer earned a BS in finance and marketing summa cum laude and MBA degree with distinction from Syracuse University. We believe Ms. DeRemer is well qualified to serve as one of our directors due to her extensive finance experience and prior board experience. Eugene L. Podsiadlo, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms part, is a member of the board of trustees and chairperson of the audit committee for Esoterica Thematic ETF Trust. Since February 2019, Mr. Podsiadlo has been a shareholder and member of the board of advisors at The Singapore Forum, APAC Leadership Forum, Ltd. (London) and active in venture capital as an investor and consultant to early stage technology and financial companies. Mr. Podsiadlo was a member of the board of directors and partner at Wasatch Advisors, a privately-held global asset manager, with a focus on small- to mid-cap public companies around the world from 2001 to 2016, and a special advisor to its board of directors from 2017-2018. From 2001-2002, he was a director and audit committee member of American Capital Strategies (Nasdaq: ACAS), a mezzanine and senior debt financing company. Mr. Podsiadlo is a former partner/managing director of the global venture capital firm Warburg Pincus & Co. from 1991 to 2001. Mr. Podsiadlo was also partner of Warburg Pincus Asset Management, and president of Warburg Pincus Funds until the sale of the asset management division to Credit Suisse Group AG in 2000. Prior to the acquisition, Mr. Podsiadlo served as the co-chief executive officer of a joint venture with Credit Suisse Asset Management in Tokyo. Mr. Podsiadlo received a B.S. in Economics from The Wharton School, University of Pennsylvania and an M.B.A. from the University of Maryland. We believe Mr. Podsiadlo is well qualified to serve as one of our directors due to his extensive finance and investment experience and his prior board and management experience. William Woodward, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms part, is a serial entrepreneur, technology executive, and venture capitalist with over 35 years of investing and operating experience. Mr. Woodward currently serves as the managing general partner of Anthem Venture Partners, a venture capital firm that he solely founded in 1999 where he raised their initial $120 million fund. Through Anthem. Mr. Woodward has made significant early-stage direct investments in privately held companies that have achieved significant enterprise values such as: Scopely, VideoAmp, Surfair, Jiko, DailyPay and Indie Semiconductor. Mr. Woodward has served on the board of directors or as an advisor to a number of other technology companies, including: TrueCar, InterMix “MySpace”, Cognet Microsystems, Android (acquired by Google), Advanced Cell Technologies, Celenex, Launch Music and NevenVision. Prior to founding Anthem, Mr. Woodward was a part of Avalon, a $100 million venture capital fund where he served as a general partner managing the West Coast in the late 1990’s. Mr. Woodward founded Celenex, a gene-therapy company with a mission to cure neurodegenerative disorders in pediatrics in 2017 which was acquired by Amicus Therapeutics in 2018. In addition to Celenex, Mr. Woodward founded ImmunoVec Inc, a venture-backed gene-therapy company with a focus on curing rare pediatric genetic disorders of the immune system. Prior to Celenex and ImmunoVec, Mr. Woodward was also a co-founder Cognet Microsystems, a company building fiberoptic networks based on technology from the University of California Los Angeles, prior to its sale to Intel in 2001. Mr. Woodward also co-founded NevenVision in 2003 which was acquired by Google in 2006. In 1994 Mr. Woodward founded Pulse Entertainment, a maker of 3D games and character authoring software. Mr. Woodward served as the chief executive officer and chairman of the board through 1998. In addition to Pulse Entertainment, Mr. Woodward co-founded Launch Media Inc, which went public in 1999 and was later acquired by Yahoo in 2001 and became Yahoo Music. Mr. Woodward began his career in technology as the sole founder of Paracomp, a San Francisco based software publisher that was known for developing early desktop multimedia software applications, which he created in 1986. In 1991 Paracomp merged with Macromind to form MacroMedia. Mr. Woodward served as the chairman of the 107 Table of Contents board and ran business development for the company prior to their acquisition by Adobe in in 2005. We believe Mr. Woodward is well qualified to serve as one of our directors due to his extensive investment experience and his prior board and management experience. AHAC Certain members of our management team, including our Chief Executive Officer and our Chief Financial Officer, currently serve as executive officers and/or directors of Alpha Healthcare Acquisition Corp. (“AHAC”), a Nasdaq-listed special purpose acquisition company which raised $100 million in its initial public offering in September 2020. In February 2021, AHAC announced the signing of a definitive agreement to acquire Humacyte, Inc. (“Humacyte”), a clinical-stage biotechnology platform company developing universally implantable bioengineered human tissue at commercial scale, together with a concurrent $175 million private placement from fundamental healthcare investors. The transaction is currently expected to close in the second quarter of 2021. Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of William Woodward expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Darlene T. DeRemer and Eugene Podsiadlo expire at our second annual meeting of stockholders. The term of office of the third class of directors, consisting of Rajiv Shukla will expire at our third annual meeting of stockholders. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation provides that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Applicable rules of the Nasdaq require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that Darlene T. DeRemer, Eugene Podsiadlo and William Woodward are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are, subject to the transition rules described above for newly listed companies present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their 108 Table of Contents out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Darlene DeRemer, Eugene Podsiadlo and William Woodward will serve as members of our audit committee. Our board of directors has determined that each of Ms. DeRemer, Mr. Podsiadlo and Mr. Woodward are independent. Mr. Podsiadlo will serve as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that Ms. DeRemer qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; • monitoring the independence of the independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as requ