Our directors, director nominees and officers are as follows: William Wulfsohn Mr. Wulfsohn serves as the Chairman of our Board of Directors. He served as the Chief Executive Officer and Chairman of Ashland from 2015 to 2019, where he led Ashland’s transition to a pure-play specialty chemicals company and oversaw multiple spinouts and divestitures. This included the successful $5.3 billion separation of Valvoline, where Mr. Wulfsohn served as the founding chairman for the first year. Prior to Ashland, he was the President and Chief Executive Officer of Carpenter Technology Corporation from 2010-2014. Mr. Wulfsohn currently serves as a board director for Avient, formerly known as PolyOne. He was also previously a consultant with McKinsey & Co. and senior executive with PPG, Honeywell, and Rohm and Haas. Mr. Wulfsohn received his bachelor’s degree from the University of Michigan in Chemical Engineering and his master of business administration from Harvard Business School. Dr. Whitney Haring-Smith Dr. Haring-Smith serves as our Chief Executive Officer and a member of the Board of Directors. He has served as a co-founding managing partner at Anzu Partners since March 2015, where he has led the IPO-crossover investment into Ai-Media, a global provider of technology-enabled live and recorded captioning, transcription and translation services and led the mezzanine financing for Pivotal Systems Corporation, a gas flow monitoring provider and control technology platform for the global semiconductor industry. Dr. Haring-Smith serves on the board of multiple private technology companies, including Adaptive Surface Technologies since August 2020, Volatiq since July 2020, Sofregen Medical since August 2019 and Slyce Acquisition since November 2016. He previously served on the board of MultiMechanics, Inc. from January 2019 to November 2019, Axsun Technologies, Inc. from November 2016 to January 2019 and Lightship Works, Inc. from May 2015 to May 2020. In addition, he led the acquisition of Axsun Technologies Inc., the Koninklijke Philips N.V. spin-off, returning approximately eight times investors’ invested capital, and MultiMechanics, which was acquired by Siemens in 2019. He was formerly a BCG Principal from January 2011 to March 2015 in San Francisco, Hong Kong, Nigeria and United Kingdom, where he led transformations for multi-billion-dollar business units of large publicly-traded companies. Dr. Haring-Smith received his bachelor’s degree and master’s degree from Yale University in Political Science and his doctorate from Oxford University as a Rhodes Scholar. John W. Joy Mr. Joy serves as our Chief Financial Officer. He served as Vice President of Corporate Development from 2008 to 2020 and Vice President of Financial Planning and Analysis from 2004 to 2008 at Ashland, where his significant transaction experience included: IPO / spin-off of Valvoline ($5.3 billion transaction value); acquisition of International Specialty Products ($3.2 billion transaction value) and Hercules ($3.4 billion transaction value); sale of Ashland Water Technologies ($1.8 billion transaction value), composites business and butanediol facility in Marl, Germany ($1 billion transaction value) and distribution business ($1 billion transaction value). Prior to Ashland, he was a director at PepsiCo from 1992 to 2004, where he led financial planning and analysis for a $9 billion division. Mr. Joy received his bachelor’s degree 115 TABLE OF CONTENTS from Colgate University in Mathematical Economics and his master of management from Kellogg Graduate School of Management at Northwestern University. Peter J. Ganz Mr. Ganz serves as our General Counsel & Corporate Secretary. He served as Senior Vice President, General Counsel and Secretary and Chief Compliance Officer at Ashland from June 2011 to January 2021, where he was a member of the executive committee and was responsible for managing Ashland’s legal and corporate governance matters, as well as overseeing Ashland’s ethics and compliance, government relations, risk and insurance and real estate functions. Prior to Ashland, he was Executive Vice President, General Counsel and Secretary at Foster Wheeler from September 2005 to January 2010, a $5 billion publicly traded company, and General Counsel and Secretary at G-I Holdings (formerly GAF Corporation), a $3.5 billion group of related companies. Mr. Ganz received his bachelor’s degree from Duke University and his juris doctorate from Harvard Law School. Teresa A. Harris Ms. Harris will serve as an independent director upon the completion of this offering. She is a finance, strategy and business development executive with experience in industrial technology software. She has served on the board of directors of Altair since 2016, including during its IPO process and listing on the NASDAQ in 2017. Altair is currently a $4.35 billion publicly traded software technology company focused on data analytics, product development, and high-performance computing. She is Chair of the compensation committee and a member of the audit and M&A committees. Ms. Harris is also on the board of USA Climbing, Landmark West and a private technology company, Bungie, which created the Halo and Destiny video game franchises. She was formerly the senior-most U.S. executive for strategy finance and M&A for Vivendi from 2001 to 2014, the $30 billion European media company, where she was a lead negotiator of a $5.8 billion transaction with NBC Universal. She began her career as an investment banker with JP Morgan. Ms. Harris received her bachelor’s degree from Stanford University in Economics and her master of business administration from Yale School of Management in Finance. Priya Cherian Huskins Ms. Huskins will serve as an independent director upon the completion of this offering. Ms. Huskins is an executive advisor for public companies and fast-growing private companies on risk mitigation. She is currently a partner and senior vice president at Woodruff Sawyer, where she has been focused on Director & Officer (D&O) insurance since 2003. In addition to serving on the board of Woodruff Sawyer, Ms. Huskins also serves on the board of Realty Income Corporation, an S&P 500 public company, where she serves on the Corporate Governance and Nominating Committee and is the Chair of the Compensation Committee. She also serves on the advisory board of the Stanford Rock Center for Corporate Governance. She is a former senior associate at Wilson Sonsini Goodrich & Rosati (WSGR), a prominent law firm, where she advised companies on M&A and corporate law transactions. Ms. Huskins received her bachelor’s degree from Harvard College and her juris doctorate from the University of Chicago Law School. Susan J. Kantor Ms. Kantor will serve as an independent director upon the completion of this offering. Ms. Kantor has experience leading international finance, tax, treasury, risk, compliance and technology enablement for global services organizations. She was a National Advisory Partner for PwC from 2011 to 2016, a CFO & Treasurer for PRTM from 1997 to 2011, and a former CFO at Monitor Group from 1995 to 1997. During her time at PRTM, she completed several successful M&A transactions in the U.S. and abroad, including the sale of PRTM to PwC. Ms. Kantor previously served as an executive with Parexel, a clinical research organization, and the Boston Consulting Group. Ms. Kantor is currently on the board of Teknor Apex, a billion dollar privately-held material science company, the board of Guest Services, a hospitality company, the board of Point Pleasant Resort and Audit Committee chair for the International Council on Clean Transportation (ICCT). Ms. Kantor previously served as a board director for Lionbridge Technologies from 2016 to 2017 when it was a $550 million publicly held company. She received her bachelor’s degree from Grove City College in Accounting and Business Administration and her CPA in MA. 116 TABLE OF CONTENTS Number, Terms of Office and Appointment of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by a majority of at least 90% of our shares of common stock attending and voting in a stockholder meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our shares of common stock (or, prior to our initial business combination, holders of our founder shares). 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 a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Teresa A. Harris, Priya Cherian Huskins and Susan J. Kantor is an independent director under applicable SEC and Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsor a total of $40,520.83 per month for office space, administrative and support services. Our sponsor, directors and officers, 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 by us to our sponsor, directors, officers or our or any of their respective affiliates. In February 2021, our sponsor transferred 25,000 founder shares to each of Teresa A. Harris, Priya Cherian Huskins and Susan J. Kantor , our independent director nominees. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, 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 officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. 117 TABLE OF CONTENTS We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. 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. The members of our audit committee will be Teresa A. Harris, Priya Cherian Huskins and Susan J. Kantor. Susan J. Kantor will serve as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Susan J. Kantor qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; ​ • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ​ • pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ​ • setting clear hiring policies for employees or former employees of the independent auditors; ​ • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ​ • obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ​ • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific ​ 118 TABLE OF CONTENTS disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ​ • reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. ​ Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our compensation committee will be Teresa A. Harris, Priya Cherian Huskins and Susan J. Kantor. Teresa A. Harris will serve as chair of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ​ • reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; ​ • reviewing our executive compensation policies and plans; ​ • implementing and administering our incentive compensation equity-based remuneration plans; ​ • assisting management in complying with our proxy statement and annual report disclosure requirements; ​ • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ​ • producing a report on executive compensation to be included in our annual proxy statement; and ​ • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. ​ The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Gover