Officers and Directors Our officers, directors and director nominees are as follows: Name Age Position Matthew Konkle 47 Chief Executive Officer and Chairman of the Board of Directors Don Van der Wiel 61 Chief Financial Officer Tamar Elkeles* 52 Director Nominee Marshall Geller* 82 Director Nominee Theresa L. Mock* 57 Director Nominee Michael T. Sullivan* 49 Director Nominee *This individual has indicated his or her assent to occupy such position on the effective date of the registration statement, of which this prospectus is a part. Matthew Konkle has served as our Chief Executive Officer and Chairman of the Board of Directors since April 2021. Since September 2018, Mr. Konkle has served as Senior Managing Director and Head of Industry Teams for G2 Capital Advisors, LLC. Previously, Mr. Konkle has served in other capacities at G2 Capital Advisors, LLC as the Executive Chairman and Chief Restructuring Officer from July 2016 to October 2018, as well as the Managing Director of Technology & Business Services from January 2016 to September 2019. Mr. Konkle was previously the Chief Operating Officer at Speed Commerce, Inc. from November 2014 to December 2015 and served as the President of Sigma Holdings, LLC and Sigma Micro from August 2009 to November 2014 and July 2007 to August 2009, respectively. Mr. Konkle also has experience in finance, having served as the Chief Financial Officer of Sigma Micro and Reverse911 and the Director of Finance and Operations at Aprimo, Inc. Mr. Konkle currently serves on the board of directors for Duramark Technologies, Inc. Previously, he has served on the board of directors for Legacy Supply Chain Services, Inc. Don Van der Wiel has served as our Chief Financial Officer since April 2021. Mr. Van der Wiel has served as Managing Director of G2 Capital Advisors, LLC an affiliate of CISCAP 4 and our sponsor, since January, 2018. From 2016 to 2017, Mr. Van der Wiel served as the Chief Operating Officer and Chief Financial Officer of private equity-backed Parker School Uniforms, Inc. Parker School Uniforms, Inc. filed for bankruptcy in 2018. Previously, Mr. Van der Wiel served as Chief Financial Officer of Sigma Holdings, LLC and hhgregg, Inc. during its initial public offering, as well as Vice President of Finance and Principal Financial Officer for Buffets Holdings, Inc. for several public offerings. Mr. Van der Wiel has over 35 years of financial management experience in public and private companies including positions at Things Remembered, Inc., The William Carter Company, Sears, Roebuck and Co., and Deloitte & Touche. Tamar Elkeles serves as one of our director nominees and will join our board of directors upon effectiveness of this offering. Dr. Elkeles has nearly 30 years of experience in the high technology industry. Since 2019, Dr. Elkeles has been the Chief Human Resources Officer at XCOM Labs, Inc., a wireless technology company. Previously, she was Chief Talent Executive for Atlantic Bridge Capital from 2016 to 2018. Prior to that she was the Chief People Officer at Quixey, Inc. from 2015 to 2016. From 1992 to 2015, she served as the Chief Learning Officer at Qualcomm, during which time the company grew from 700 employees to over 31,000 worldwide. Dr. Elkeles currently serves on the Board of Directors of GP Strategies Corporation (NYSE:GPX). She also currently serves on the Board of Advisors of the Forbes School of Business & Technology at The University of Arizona and the Editorial Board for "Chief Learning Officer", a multimedia publication focused on the enterprise learning market. Previously she was on the Board of Directors, and is still a very active member of, the Association for Talent Development. Dr. Elkeles also serves as a strategic advisor to several start-up companies in the technology sector. Dr. Elkeles brings experience as a technology executive, Chief Human Resources Officer and relationships with other human capital executives at global Fortune 500 companies and in the overall technology field. She holds both an M.S. and Ph.D. in Organizational Psychology. Dr. Elkeles is qualified to serve on our Board because of her extensive management experience and her experience in the technology sector. 107 Marshall Geller serves as one of our director nominees and will join our board of directors upon effectiveness of this offering. Mr. Geller has been a director and a member of the audit committee of GP Strategies Corporation (NYSE:GPX) since 2002. Mr. Geller has been a director and a member of the audit and the corporate governance committees of VerifyMe, Inc. (NASDAQ:VRME) since July 2017. Mr. Geller was a director of Wright Investors’ Service Holdings Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from January 2015 until October 2018. He is also currently a Director of Easy Smart Pay, a public-private partnership of the California State Association of Counties Finance Corporation. Mr. Geller formerly served as a director of California Pizza Kitchen, Inc. (formerly NASDAQ:CPKI) from 2008 until 2011, and Hexcel Corporation (NYSE:HXL) from 1994 until 2003. Mr. Geller was a founder of St. Cloud Capital, a Los Angeles based private equity fund, and Senior Investment Advisor from December 2001 until September 2017. He has spent more than 50 years in corporate finance and investment banking, including 21 years as a Senior Managing Partner of Bear, Stearns & Co., with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. Mr. Geller is currently on the Board of Directors of UCLA Health System and on the Board of Governors of Cedars Sinai Medical Center, Los Angeles. Mr. Geller also serves on the Dean’s Advisory Council for the College of Business & Economics at California State University, Los Angeles. Mr. Geller is qualified to serve on our Board because of his extensive management experience and his significant knowledge of corporate finance. Theresa L. Mock serves as one of our director nominees and will join our board of directors upon effectiveness of this offering. She has over 25 years of experience in technology-enabled services, with expertise in SaaS applications, enterprise software, digital media, and ecommerce. Since January 2020, Ms. Mock has served as the Chief Strategy and Marketing Officer at Rave Mobile Safety, a SaaS communications software company for public safety. From 2017 to 2019, Ms. Mock served as the Chief Operating Officer at Cybba, Inc., and from 2015 to 2017, she served as Chief Revenue Officer at Ve Interactive North America, both digital media companies. Prior to that, Ms. Mock served in management roles in Global Marketing and Strategy at Deltek, an enterprise software company from 2011 to 2014, OpSec Security, a technology services company from 2007 to 2011, and Aspen Technology, an asset optimization software company from 1992 to 1998. Ms. Mock holds a Master of Business Administration, Master and Bachelor of Science in Chemical Engineering, and was a Leaders for Global Operations fellow at the Massachusetts Institute of Technology. Ms. Mock is qualified to serve on our Board because of her extensive management experience in the technology sector, and her significant knowledge of the tech-enabled services industry. Michael T. Sullivan serves as one of our director nominees and will join our board of directors upon effectiveness of this offering. Since 2017, Mr. Sullivan has been Managing Principal of MTS Advisory LLC through which he provides advisory services and serves as an Independent Director for companies undergoing operational and financial restructurings. He currently serves on the boards of J.D. Norman Industries, Inc., K.R. Drenth Trucking, Inc. and The Paper Store LLC. Prior to founding his firm, Mr. Sullivan was a Managing Director in the Distressed Securities Group at Angelo, Gordon & Co., an alternative asset management firm, where he worked from 2007 to 2016. Prior to Angelo, Gordon, Mr. Sullivan was an investment banker in the Restructuring Group at UBS Investment Bank from 2001 to 2007. Mr. Sullivan also currently serves on the boards of Broadway Housing Communities, Inc., as well as its Foundation and Global Grassroots, each a non-profit organization. Mr. Sullivan has previously served on the boards of Benevis Corp., Frontier Spinning Mills, Inc., Emtec, Inc., Dominion Diagnostics, LLC, Fallbrook Technologies, Inc., and Ensequence, Inc. Mr. Sullivan holds an M.B.A. from the Tuck School of Business at Dartmouth College, a M.A.L.D from the Fletcher School of Law and Diplomacy at Tufts University and an A.B. from Bowdoin College. Mr. Sullivan is qualified to serve on our Board because of his extensive management experience. Number and Terms of Office of Officers and Directors We will have five directors upon completion of this offering. Our board of directors will be divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Michael T. Sullivan, Theresa L. Mock, and Tamar Elkeles, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Matthew Konkle and Marshall Geller, will expire at the second annual meeting of stockholders. 108 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries, 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 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. Our board of directors has determined that Michael T. Sullivan, Theresa L. Mock, and Tamar Elkeles 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. Officer and Director Compensation Prior to the effective date of the registration statement, of which this prospectus is a part, our sponsor will transfer certain founder shares to our directors and executive officers. None of our officers or directors has 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 our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, 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, 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 payments, 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 identifying and consummating an 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 tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial 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 initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our 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 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 officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. 109 Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Michael T. Sullivan, Theresa L. Mock, and Tamar Elkeles will serve as members of our audit committee, and Mr. Sullivan will chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Michael T. Sullivan, Theresa L. Mock, and Tamar Elkeles meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Sullivan qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: ·the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; ·pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ·setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ·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 registered public accounting firm describing: (i) the independent registered public accounting firm’s internal quality-control procedures; (ii) 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; and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; ·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 registered public accounting firm, 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 Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Michael T. Sullivan, Theresa L. Mock, and Tamar Elkeles will serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Michael T. Sullivan, Theresa L. Mock, and Tamar Elkeles are independent, and Tamar Elkeles will chair the compensation committee. 110 We will adopt a compensation committee charter, which will detail the principal functions 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, if any is paid by us, 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 approving on an annual basis the compensation, if any is paid by us, of all of our other officers; ·reviewing on an annual basis 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; ·if required, 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. Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting, or other similar fees, will be paid t