Our officers, directors and director nominees are as follows: Name Age Position Jay R. Bloom 65 Co-Chairman and Chief Executive Officer Dean C. Kehler 63 Co Chairman and Chief Executive Officer Michael G. Maselli 60 President Andrea J. Kellett 64 Chief Financial Officer Arthur D. Baer 42 Vice President Jordan S. Bloom 32 Vice President Hillel Weinberger 67 Director Nominee Marc Mazur 61 Director Nominee Paul S. Levy 73 Director Nominee Jay R. Bloom, our Co-Chairman and Chief Executive Officer since inception, is a Managing Partner of Trimaran, which he co-founded in 1998, and serves as a Manager of Trimaran Fund II, an existing private equity fund. Trimaran and affiliated entities have managed, through Trimaran Fund Management, L.L.C., private equity funds, collateralized loan obligations, and hedge funds (in the case of hedge funds, as sub-advisor). Since 2019, he has served as Co-Chairman and Chief Executive Officer of GXGX. Prior to Trimaran, Mr. Bloom was a Managing Director and Vice Chairman of CIBC, where he was responsible for CIBC’s United States and European Merchant Banking activities, which were conducted through the CIBC Funds. In addition, Mr. Bloom was responsible for overseeing CIBC’s United States and European Leveraged Finance businesses, which included financial sponsor coverage; acquisition finance; high yield origination, underwriting, sales and trading; private placements; and financial restructuring advisory services. Prior to CIBC, Mr. Bloom was a co-founder of Argosy, a boutique investment bank that engaged in leveraged finance activities and principal investing. Argosy was acquired by CIBC in 1995. Prior to Argosy, Mr. Bloom was a Managing Director of Drexel Burnham Lambert Inc., and before that he was an investment banker at Lehman Brothers. Mr. Bloom also practiced law at Paul Weiss Rifkind Wharton & Garrison. Within the last five years, Mr. Bloom has served on the Board of Directors of El Pollo Loco, Inc. until its IPO (restaurants), Portman Ridge Finance Corporation. (fixed income investments/asset management; NASDAQ: PTMN)(formerly KCAP Financial Corp. NASDAQ: KCAP), Chancelight, Inc. (for-profit education), Norcraft Companies, Inc. (building products) and Brite Media Group LLC (specialty advertising). He has also in the past served as a director of Accuride Corporation (heavy truck components; NYSE: ACW), Consolidated Advisors, LLC (asset management), Domino’s Pizza, Inc. (restaurants), Freightcar America, Inc. (rail cars), Global Crossing Ltd. (telecommunications; NYSE: GX), Heating Oil Partners, L.P. (energy) , IASIS Healthcare Corporation (hospitals and insurance), Millennium Digital Media Holdings (cable/telecom), Morris Materials Handling, Inc. (capital equipment), NSP Holdings LLC (safety products), PrimeCo Wireless Communications LLC (communications), Source Financial Corporation (retail), Standard Steel, LLC (railcar components) and Transportation Technologies, Inc (heavy truck components). He serves on the Advisory Board of the Richman Center for Business, Law and Public Policy at Columbia University, has served as a member of the Cornell University Council and the Cornell University Undergraduate Business Program Advisory Council, and is an emeritus member of the Advisory Council of the Johnson Graduate School of Management at Cornell University. Mr. Bloom graduated summa cum laude from Cornell University with a B.S degree, from the Johnson Graduate School with an M.B.A degree and from Columbia University School of Law with a J.D. degree, where he was a member of the Board of Editors of the Columbia Law Review. Mr. Bloom is well qualified to serve as a Director due to his extensive financial, investment, operation and private and public company experience. Jay R. Bloom is the father of Jordan S. Bloom, our Vice President. Dean C. Kehler, our Co-Chairman and Chief Executive Officer since inception, is a Managing Partner of Trimaran, which he co-founded in 1998, and serves as a Manager of Trimaran Fund II. Since 2019, he has served as Co Chairman and Chief Executive Officer of GXGX. Prior to Trimaran, Mr. Kehler was a Managing Director and Vice Chairman of CIBC, where he was responsible for CIBC’s United States and European Merchant Banking activities, which were conducted through the CIBC Funds. In addition, Mr. Kehler was responsible for overseeing CIBC’s United States and European Leveraged Finance businesses, which included financial sponsor coverage; acquisition finance; high yield origination, underwriting, sales and trading; private placements; and financial restructuring advisory services. Prior to CIBC, Mr. Kehler was a co-founder of Argosy. Prior to Argosy, Mr. Kehler was a Managing Director of Drexel Burnham Lambert Inc., and before that he was an investment banker at Lehman Brothers. Mr. Kehler serves on the Boards of Directors of El Pollo Loco Holdings, Inc. (restaurants; NASDAQ: LOCO); Portman Ridge Finance Corporation. (fixed income investments/asset management; 106 Table of Contents NASDAQ: PTMN)(formerly KCAP Financial Corp. NASDAQ: KCAP). He also serves as a Member of the Board of Overseers of the University of Pennsylvania School of Nursing, and formerly served as its Chairman. Within the last five years, he has served a director of Ashley Stewart Holdings, Inc. (retail), Inviva Inc. (insurance), and Graphene Frontiers, LLC (graphene). Mr. Kehler previously served as a director of Continental Airlines Inc. (airlines; NYSE: CAL); Global Crossing Ltd. (telecommunications; NYSE: GX); Hills Department Stores, Inc. (retail; NYSE: HDS); TeleBanc Financial Corp. (Internet banking; NASDAQ: TBFC); Booth Creek Ski Group, Inc. (real estate;leisure); CB Holding Corp. (restaurants); CNC Holding Corp. (retail); Heating Oil Partners, L.P. (energy); Jefferson National Financial Corporation (annuities); PrimeCo Wireless Communications, LLC (communications); Source Financing Corp (retail); TLC Beatrice International Inc. (consumer products); Urban Brands, Inc. (retail); and Security First Corp. (cyber security and data management software). In addition, Mr. Kehler previously served as a board observer of ITC Holdings, Inc. (electric transmission). Mr. Kehler previously served as a Director, Treasurer and Chair of the Finance Committee of CARE USA, one of the world’s largest private humanitarian organizations. Mr. Kehler graduated from the Wharton School of the University of Pennsylvania. Mr. Kehler is well qualified to serve as a Director due to his extensive financial, investment, operation and private and public company experience. Michael G. Maselli, our President since inception, has been a Managing Director of Trimaran Fund Management, L.L.C. since 2006. Since 2019, he has served as Vice President of Acquisitions of GXGX. Mr. Maselli has guided companies and their boards as a director or advisor for over 30 years. Before joining Trimaran, Mr. Maselli worked in the Corporate and Leverage Finance Groups of CIBC. Prior to joining CIBC in 1997, Mr. Maselli served as a Managing Director in Bear Stearns’ corporate finance group and, prior to that, as a Vice President at Kidder Peabody & Co. Incorporated. Since, 2011, Mr. Maselli has served as the Chairman of the Board of El Pollo Loco Holdings Inc. (Ticker: LOCO, NASDAQ). From 2013 to 2015, he served on the board of directors of Norcraft Companies, Inc., and served on the board of managers of its predecessor company beginning in 2003. Additionally, Mr. Maselli served on the board of directors of ChanceLight, Inc. (f/k/a Educational Services of America, Inc.) and Standard Steel, LLC, and was director as well as Chairman of the Board of CB Holding Corp. Mr. Maselli received an MBA with distinction from The A.B. Freeman School at Tulane University and a bachelor’s degree in economics from the University of Colorado. Andrea J. Kellett, our Chief Financial Officer since inception, has been a Managing Director and the Chief Financial Officer of Trimaran since 2006. Since 2019, she has served as Chief Financial Officer of GXGX. Mrs. Kellett is responsible for accounting, management and financial reporting, human resources and administrative matters. Prior to joining Trimaran, Mrs. Kellett was an Executive Director in the Leveraged Finance Group of CIBC and was the Controller of Argosy, which she joined in 1990. Prior to joining Argosy, Mrs. Kellett was a Vice President in the Real Estate Tax Shelter Department of Thomson McKinnon Securities, Inc. Mrs. Kellett began her career as an auditor for Arthur Young & Co. Mrs. Kellett received her B.S. from the School of Business at the State University of New York at Albany. Arthur D. Baer, our Vice President since February 2021, will become an investment professional at Trimaran Capital Partners at the time of this offering and has been a consultant to GXGX since 2019. Previously, from 2015 to 2018, he was Chief Investment Officer of Cavendish Fund Management LLC, an equity hedge fund that he founded. Prior to Cavendish, Mr. Baer was Chief Financial Officer and Vice Chairman of Brite Media Group LLC from 2005 to 2014. Brite Media Group was a media and consumer marketing company that was majority owned by Trimaran Capital Partners. At Brite Media Group, Mr. Baer’s responsibilities included acquisitions, operations and business planning, and overall financial management including capital allocation and accounting. He evaluated hundreds of acquisition opportunities for Brite Media which resulted in closing numerous add on acquisitions and also managed the divestiture process, successfully selling a key division to a competitor in 2012 and other divisions to a private equity group in 2014. Mr. Baer previously worked for Lehman Brothers from 2000 to 2003 as an Analyst in the investment banking division. Mr. Baer graduated from Georgetown University with a Bachelor of Science in Business Administration as a finance major. Jordan S. Bloom, our Vice President since February 2021, has been a Vice President at Trimaran Capital Partners since 2021 and has been an investment professional at the firm since 2019. Prior to joining Trimaran in 2019, Mr. Bloom was the Managing Partner of South Ave Capital, a specialty finance and asset-backed investment manager that he founded in 2017. Prior to founding South Ave Capital, Mr. Bloom was an investment professional at Aristeia Capital, a multi-billion dollar, multi-strategy investment fund. While there, Mr. Bloom focused on distressed credit and special situation investments, between $10 million and $200 million in size, across a wide range of industries. Mr. Bloom previously worked as a research analyst on the Special Situations Desk at the Royal Bank of Scotland. Additionally, Mr. Bloom sits on the Board of Advisors for Triphammer Ventures and Entrepreneurship 107 Table of Contents at Cornell. Mr. Bloom graduated cum laude from Cornell University with a B.S. in Finance, and from Columbia Business School with an M.B.A. Jordan S. Bloom is the son of Jay R. Bloom, our Co-Chairman and Chief Executive Officer. Hillel Weinberger, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms a part, has since 2010 been a Principal of HLA, a privately-owned venture capital firm. Since 2019, he has served as a director of GXGX. Prior to this, from 2007 to the present, Mr. Weinberger has been co-founder of Hillmark Capital Management, L.P., and before this was a Senior Vice-President of Loews/CNA Holdings, a property and casualty insurance company, from 1988 to 2006. Prior thereto he was a Senior Vice-President of Presidential Life, from 1982 to1988. He has served on the boards of Global Crossing Ltd. (telecommunications; NYSE: GX) from 1997 to 2000, where he chaired the Audit Committee, and News Communications, Inc. (newspaper and magazine publishing) from 1990 to1993. Mr. Weinberger attended Temple University and the Benjamin N. Cardozo School of Law. He is well qualified to serve on our Board due to his investment, operational and board experience. Marc Mazur, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms part, has served as an Industry Advisor for Brightwood Capital Advisors, LLC, a private debt fund, since 2014. Since 2019, he has served as a director of GXGX. From 2006 until 2008, Mr. Mazur served as the Chief Executive Officer of Brevan Howard U.S. Asset Management, a London-based global macro hedge fund, and a senior advisor of this company until 2010. Mr. Mazur has served as a member of the board of directors for Fibrocell Science, Inc. (NASDAQ: FCSC), an autologous cell and gene therapy company, since 2010, and since 2017, he has also served as chairman of the audit committee and a member of the valuation committee of GSV Capital Corp (NASDAQ:GSVC), a business development company that invests in late-stage venture-backed private companies. He served a senior advisor to Tsinghua Venture Capital from 2001 to 2005. Mr. Mazur served as a Vice President at Salomon Brothers, Inc from 1984 to 1987 and served as a Vice President in the Fixed Income Division of The Goldman Sachs Group, Inc. from 1987 until 1996, and served as a consultant for Goldman from 1997 to 1999. Between 2010 and 2014, he served as a director of Staywell Health and as a director of DeVilbiss Health, private companies in the wellness and medical device fields. Mr. Mazur received his B.A. in Political Science from Columbia University and a J.D. from Villanova University School of Law. He is well qualified to serve on our Board due to his senior executive-level experience in finance, healthcare consulting and business strategy, as well as his board experience. Paul S. Levy, 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 Managing Director of JLL Partners, Inc., a private equity firm focused on leveraged buyout transactions and leveraged recapitalizations of middle-market companies, which he founded in 1988. Since 2019, he has served as a director of GXGX. He is a director of Builders FirstSource (NASDAQ: BLDR), a supplier of building supplies and materials, since 1998, and LOAR Group, a business platform specializing in the design and manufacture of aerospace components, since 2011. He is also a director of private portfolio companies on behalf of JLL Partners, Inc. Additionally, in the last five years he served on the boards of the following companies: Patheon, Inc., a pharmaceutical contract development and manufacturing organization, PGT Innovations, Inc. (NYSE: PGTI) a manufacturer of building materials, IASIS Healthcare LLC and The J.G. Wentworth Company (OTCQX: JGWEQ). Mr. Levy received his B.A. summa cum laude and Phi Beta Kappa, from Lehigh University and his J.D. from the University of Pennsylvania Law School. He is well qualified to serve on our Board due to his experience in investing, finance and his public company board experience. Prior Blank Check Company Experience All members of our management team, except Arthur D. Baer and Jordan S. Bloom, are also part of the management team of GX Acquisition Corp, a special purpose acquisition company which went public in May 2019 after raising $287,500,000 in its initial public offering, including exercise of the over-allotment option. In January 2021, GXGX announced that it entered into a merger agreement with Celularity, which is expected to close in the second quarter of 2021. Celularity is a leader in cellular therapeutics, focused on placenta-derived cell therapy used to target multiple diseases. The aggregate merger consideration payable to stockholders of Celularity at the closing will consist of up to 147,327,224 newly issued shares of Class A common stock of GXGX, par value $0.0001 per share valued at approximately $10.15 per share. 108 Table of Contents 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 three 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 three-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 Hillel Weinberger, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Marc Mazur and Paul S. Levy will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Jay R. Bloom and Dean C. Kehler will expire at the third annual meeting of stockholders. 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 Hillel Weinberger, Marc Mazur, and Paul Levy 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 None of our officers has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay our sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, advisory fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers, directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals 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. We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. 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 t