Our officers and directors are as follows: Name ​ ​ Age ​ ​ Position ​ Rick Gerson ​ ​ 45 ​ ​ Director and Co-President ​ Christian Angermayer ​ ​ 42 ​ ​ Chief Executive Officer ​ Ryan Khoury ​ ​ 37 ​ ​ Co-President ​ Matthew Corey ​ ​ 36 ​ ​ Chief Financial Officer ​ Scott Carpenter ​ ​ 49 ​ ​ Chief Operating Officer ​ David A. Sinclair ​ ​ 51 ​ ​ Director Nominee ​ Peter Attia ​ ​ 47 ​ ​ Director Nominee ​ Jonathan Christodoro ​ ​ 44 ​ ​ Director Nominee ​ Rick Gerson, 45, serves as a director and Co-President. Mr. Gerson is the Founder, Chairman and Chief Investment Officer of Falcon Edge Capital. Prior to founding Falcon Edge Capital, Mr. Gerson was a Founding Member and Managing Director of Blue Ridge Capital, a New York-based investment firm. Mr. Gerson is a member of the Cleveland Clinic International Leadership Board, a founding member of the Board of Trustees of PAVE (a charter school in Brooklyn), and is a member of the board of 92nd Street Y (a cultural and community center in New York). Mr. Gerson is also a member of the Belfer Center’s International Council at the John F. Kennedy School of Government at Harvard University. Mr. Gerson graduated from the University of Virginia, McIntire School of Commerce with a BS in Commerce with a concentration in Finance. Christian Angermayer, 42, serves as our Chief Executive Officer and has agreed to join our board of directors. Mr. Angermayer is the founder of Apeiron and a serial entrepreneur and investor. In 2000, Mr. Angermayer co-founded Ribopharma which merged with U.S. peer Alnylam in 2003 and subsequently went public and became the first commercial RNAi technology company. Since then, Mr. Angermayer has created, co-founded and invested in numerous successful companies, has raised approximately $2 billion for his portfolio companies and has been involved in more than 40 successful IPO and M&A transactions either as an entrepreneur, investor or advisor. Through his experience as an investor and entrepreneur Mr. Angermayer has also developed a network of deep relationships with leading investors and thought leaders globally. Mr. Angermayer is a Young Global Leader of the World Economic Forum, a partner of the Munich Security Conference, a member of the Milken Institute Young Leaders Circle, a member of The Court of the London School of Hygiene and Tropical Medicine and a member of the Global Advisory Council of the Wilson Center, one of the leading institutions for in-depth research and dialogue to inform actionable ideas on global issues. Ryan Khoury, 37, serves as our Co-President. Mr. Khoury is a co-Founder and Partner of Falcon Edge Capital. Prior to joining Falcon Edge Capital, Mr. Khoury worked at Eton Park in London, where he focused on special situations and distressed credit investments in Europe, Middle East and Africa. Before Eton Park, Mr. Khoury worked with Goldman Sach’s Financial Institutions Group where he worked on transactions including: ABN Amro’s sale and breakup to RBS, Santander and Fortis, Allianz offer for AGF and the Bank of Ireland’s sale of Davy. Prior to that he worked at JP Morgan in their Financial Institutions Group. Mr. Khoury graduated from the London School of Economics with First Class Honors in Economics and completed his MSc. in financial mathematics at Stanford University. Scott Carpenter, 49, serves as our Chief Operating Officer. Mr. Carpenter is the Chief Operating Officer of Falcon Edge Capital. He is responsible for the non-investment side of the business. He was a founding member of the firm when he joined at the beginning of 2012. Prior to joining Falcon Edge, Scott was the Global Head of Operations at CQS in London for eight years where he held a variety of responsibilities including Company Secretary for the CQS Management entities. Prior to joining CQS in 2004, Scott worked for Credit Suisse for ten years in a variety of operational management roles in London, New York, Brisbane, Sydney, Wellington and Singapore. 113 TABLE OF CONTENTS Matthew Corey, 36, serves as our Chief Financial Officer. Mr. Corey is the Chief Financial Officer of Falcon Edge Capital, Prior to joining Falcon Edge, Matthew worked for Gruss Capital Management for ten years in a variety of roles including Chief Financial Officer, Controller and Senior Accountant. Matthew worked on all aspects of fund accounting, management accounting, tax, operations, treasury and investor reporting at Gruss Capital Management. Matthew started his career as an auditor with Rothstein Kass from 2006 to 2009 where he conducted a variety of private company audits and prepared private company tax returns. Matthew graduated from Lehigh University with a Bachelor of Science in Accounting and completed a Master of Science in Jurisprudence from the Seton Hall School of Law. Matthew is a Certified Public Accountant licensed in New York. David A. Sinclair, Ph.D, A.O., 51, has agreed to serve on our board of directors and will be our Co-Chairman. Dr. Sinclair is a Professor in the Department of Genetics, co-Director of the Paul F. Glenn Center for Biology of Aging Research at Harvard Medical School, and a NY Times bestselling author. He is renowned for his work on understanding why we age and how to slow and reverse its effects. Dr. Sinclair is co-founder of several biotechnology companies, including Sirtris Pharma (acquired by GSK), Genocea, Cohbar, Life Biosciences, MetroBiotech, ArcBio, and Liberty Biosecurity, and serves on the boards of several others. He has received over 25 awards and honors including The Merck Prize, The ASBMB Medal, The Genzyme Award, TIME100’s “most influential people in the world”, and TIME’s “Top 50 in healthcare.” He is an inventor on approximately 50 patents and co-author more than 200 scientific papers. Dr. Sinclair obtained his Ph.D. in Molecular Genetics from the University of New South Wales, Sydney and worked as a postdoctoral researcher at the Massachusetts Institute of Technology before being hired as an Assistant Professor at Harvard Medical School. In 2018, he became an Officer of the Order of Australia (AO). Peter Attia, 47, has agreed to serve on our board of directors and will be our Co-Chairman. Dr. Attia is a physician focusing on the applied science of longevity. His practice deals extensively with nutritional interventions, exercise physiology, sleep physiology, emotional and mental health, and pharmacology to increase lifespan (how long you live), while simultaneously improving healthspan (the quality of your life). Dr. Attia is the co-founder and Chief Medical Officer of the fasting app Zero. Dr. Attia co-founded and served as the first President of Nutrition Science Initiative in 2012. He is an advisor to, and/ or investor in, the companies Virta Health, Hu Kitchen, Oura Health Oy, Magic Spoon Cereal, Inevitable Ventures, Salutoceuticals, Dexcom, Kia Hawaii, and Supercast. Dr. Attia earned his M.D. from Stanford University and holds a B.Sc. in mechanical engineering and applied mathematics. Dr. Attia trained for five years at the Johns Hopkins Hospital in general surgery, where he was the recipient of several awards, including resident of the year. He spent two years at NIH as a surgical oncology fellow at the National Cancer Institute where his research focused on immune-based therapies for melanoma. Jonathan Christodoro, 44, has agreed to serve on our board of directors. Mr. Christodoro has served as the Chief Investment Officer and President at Patriot Global Management, LP since 2018. Prior to that, Mr. Christodoro previously served as a Managing Director of Icahn Capital LP, the entity through which Carl Icahn manages investment funds. Prior to joining Icahn Capital, Mr. Christodoro served in various investment and research roles. Mr. Christodoro began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries. Mr. Christodoro currently serves as a director on the board of PayPal, Xerox and SandRidge Energy and Pioneer Merger Corp. He was previously a board member of eBay, Lyft, Hologic, Herbalife, Talisman Energy, Enzon Pharmaceuticals, American Railcar Industries and Cheniere Energy. Mr. Christodoro received an M.P.H. from the Harvard T.H. Chan School of Public Health, an M.B.A. from the University of Pennsylvania's Wharton School of Business with Distinction, and a B.S. in Applied Economics and Management Magna Cum Laude with Honors Distinction in Research from Cornell University. He also served in the United States Marine Corps. 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 shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Rick Gerson, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Christian Angermayer and Jonathan Christodoro, will expire at our second annual 114 TABLE OF CONTENTS meeting of shareholders. The term of office of the third class of directors, consisting of Peter Attia and David A. Sinclair, will expire at our third annual meeting of shareholders. 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. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. 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 memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, chief financial officer, chief business officer, president, vice presidents, secretary, 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 other than an officer or employee of the company or its subsidiaries or any other individual having a relationship with the company which in the opinion of the company’s board of directors, could 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 Jonathan Christodoro, Peter Attia and David A. Sinclair 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 present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, 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 by us to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using 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 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders 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 115 TABLE OF CONTENTS 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-3 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. The charter of each committee will be available on our website. 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. Jonathan Christodoro, Peter Attia and David A. Sinclair will serve as members of our audit committee. Our board of directors has determined that each of Jonathan Christodoro, Peter Attia and David A. Sinclair are independent. Jonathan Christodoro 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 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 required by law; ​ • inquiring and discussing with management our compliance with applicable laws and regulations; ​ • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; ​ • appointing or replacing the independent registered public accounting firm; ​ • determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ​ 116 TABLE OF CONTENTS • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ​ • monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and ​ • reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. ​ Nominating Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be Peter Attia and David A. Sinclair, and David A. Sinclair will serve as chairman of the nominating committee. Our board of directors has determined that each of David A. Sinclair and Peter Attia are independent. The nominating committee is responsible for overse