Our directors, director nominees and executive officers are as follows:David T. Blair, our Chief Executive Officer and Chairman of the board of directors, has more than 25 years of experience in healthcare services. Since 2013, Mr. Blair has served as Executive Chairman of Accountable Health Solutions Inc., a diverse healthcare services holding company that owns and operates businesses utilizing technology-enabled solutions to improve quality, increase efficiency and reduce costs in the delivery of healthcare. Prior to launching Accountable Health Solutions, Mr. Blair served as Chief Executive Officer of Catalyst Health Solutions, Inc. from its founding in 1998 and public Nasdaq listing in 1999 through its sale in 2012. Through Mr. Blair’s leadership, Catalyst experienced significant growth in annualized revenues, entered the Fortune 500, delivered strong cumulative stockholder returns and successfully integrated over a dozen M&A transactions. Catalyst earned numerous prestigious healthcare and financial industry awards, including Fortune’s World’s Most Admired Companies in 2012 and Fortune’s Fastest Growing Companies in 2005, 2008, 2009, 2010, and 2011. Mr. Blair was also listed among CEO Magazine’s Most Respected CEOs in 2010. Mr. Blair holds a B.A. in Finance from Clemson University. We believe that Mr. Blair’s extensive experience in evaluating, operating, transacting, and governing healthcare services companies for the benefit of shareholders, along with his wide network of relationships with executives and management teams across all aspects of the healthcare services industry make him uniquely qualified to lead our board.Martin J. Payne, our President and director, has more than 25 years of experience in healthcare services. Since 2013, Mr. Payne has served in executive leadership positions at MedX, Comprehensive Clinical Solutions and HRGi, where he led strategic and operational transformation efforts of these diverse healthcare services companies. From 2008 to 2012, Mr. Payne worked together with Mr. Blair at Catalyst Health Solutions, leading the highly value-accretive M&A transactions and integrations of HospiScript, IPS, Total Script, InPharmative, Future Scripts, Walgreens Health Initiatives, and RegenceRx, which contributed to significant growth in Catalyst’s stock price during such time period. Prior to his tenure with Catalyst, Mr. Payne served in executive leadership roles at Coventry Health Care, Hanger Orthopedic Group, and United Health Group. Mr. Payne currently serves as the Chairman and Chief Executive Officer of Stick and Rudder Films, an entertainment company. Mr. Payne started his career in the British Royal Navy as a helicopter pilot and an infantry officer with worldwide postings in Africa, Asia, Europe, and the United States on exchange with the U.S. Air Force. Mr. Payne is a graduate of Britannia Royal Naval College and the University of Essex. We believe that Mr. Payne’s extensive history of leading value-creating transactions and transformations and executive leadership experience within the healthcare industry make him well qualified to sit on our board.Joshua B. Lynn, our Chief Financial Officer, has over a decade of experience in finance and healthcare investing. Since 2020, Mr. Lynn has served as Managing Partner of Great Meadows Management, a strategic advisor to private equity firms and other principal investors. From 2012 to 2020, Mr. Lynn was an investor at Caspian Capital LP, an opportunistic credit fund where he ultimately served as a Managing Director, covering the firm’s healthcare portfolio. Over the course of his investing career, Mr. Lynn has served as a board observer of HRGi and MedX, where he played a role in both strategy and financing programs. Prior to Caspian, Mr. Lynn was a credit analyst at Bain Capital Credit, covering healthcare from 2006 through 2008. From 2009 through 2010, Mr. Lynn was a Senior Advisor at the United States Department of the Treasury. Mr. Lynn received his B.A. from Emory University and his M.B.A. from the Wharton School of the University of Pennsylvania. 112 TABLE OF CONTENTSTao Tan, our Chief Operating Officer, has more than a decade of experience across finance, strategy and business transformation. Until 2020, Mr. Tan was an Associate Partner at McKinsey & Company’s New York office. At McKinsey, Mr. Tan led teams across the firm’s transformation and private equity & principal investor practices, where he drove comprehensive performance transformation and turnaround programs for companies with revenues ranging from $200 million to $25 billion across multiple industries and continents. Most recently, Mr. Tan helped found, launch and lead McKinsey’s SPAC service line, and served in a leadership role in McKinsey’s COVID-19 client response team. Prior to McKinsey, Mr. Tan was a Senior Associate at Rose Tech Ventures, where he led the firm’s first-round investment in JUMP Bikes, which was subsequently sold to Uber in 2018. Prior to Rose Tech Ventures, Mr. Tan served in investment banking and capital markets roles at Bank of America Merrill Lynch and Lehman Brothers. Mr. Tan received his B.A. and his M.B.A, both with honors, from Columbia University in the City of New York, where he was an Erwin Wolfson Scholar and a Toigo Foundation Fellow.Michael P. Donovan has been a finance executive, director and investor in a series of public and private healthcare services companies beginning in the early 1990s. Mr. Donovan was a co-founder and board member of Gateway Health Partners from its founding in 2014 until its sale in 2017. Mr. Donovan currently serves on the boards of Accountable Health Solutions and Ontario Ventures, LLC, both of which hold private healthcare services investments. Previously, Mr. Donovan was the Executive Vice President and Chief Financial Officer of Catalyst Health Solutions, Inc. Mr. Donovan started his financial services career as a certified public accountant with KPMG, LLP.We believe that Mr. Donovan’s extensive experience and knowledge of the healthcare industry make him well qualified to sit on our board.Brian T. Griffin has served as the Chief Executive Officer of Advanced Dermatology and Cosmetic Surgery since September 2020. Mr. Griffin previously served as Chairman and Chief Executive Officer of Diplomat Pharmacy from June 2018 until its acquisition by Optum Rx, a subsidiary of UnitedHealth Group, in February 2020. Prior to his role at Diplomat, Mr. Griffin served since March 2018 as Executive Vice President and Chief Executive Officer for IngenioRx, the pharmacy benefit manager he led the building and launch of for Anthem. For the previous three years, Mr. Griffin led Anthem’s commercial and specialty business division. He joined Anthem in 2013 as President and Chief Executive Officer of its second-largest affiliated health plan, Empire BlueCross BlueShield. Before his time at Anthem, Mr. Griffin spent 25 years at Medco Health Solutions, which was acquired by Express Scripts in 2012. In more than a decade as president of Medco’s health plan division, Mr. Griffin managed relationships with national and regional health plans, BlueCross BlueShield plans, commercial insurance carriers, consumer-driven plans and third-party administrators.We believe that Mr. Griffin’s extensive history of leading companies in the healthcare industry make him well qualified to sit on our board.Jeanne L. Manischewitz is an experienced fiduciary and investment professional with over 25 years in the financial services industry. Most recently she spent 15 years at York Capital Management where she was a portfolio manager and a partner of the firm until September 2020. During that time, she also served on the firm’s ESG committee and was a steering committee member of the Women’s Network. Prior to her time at York Capital Management, Ms. Manischewitz spent a total of seven years as a senior credit analyst at Moore Capital Management and Halcyon Capital Management. Ms. Manischewitz started her career on Wall Street as an investment banker at Salomon Smith Barney. Ms. Manischewitz received her undergraduate degree from Princeton University. We believe that Ms. Manischewitz’s strategic investment expertise makes her well qualified to sit on our board. Number and Terms of Office of Officers and DirectorsWe expect to have five directors upon completion of this offering, with each director holding office for a two-year term. Prior to the completion of our initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our shares of Class B common stock. In addition, prior to the completion of our initial business combination, holders of a majority of our shares of Class B common stock may remove a member of the board of directors for any reason.113 TABLE OF CONTENTSPursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors.Our officers are appointed by the board of directors and serve at the discretion of the board of directors. 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 IndependenceNasdaq listing rules 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. 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 rules and applicable SEC rules. Our board has determined that each of Michael Donovan, Brian Griffin and Jeanne Manischewitz are independent directors under applicable SEC and Nasdaq listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.Officer and Director CompensationIn no event will our existing officers or directors be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion 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, 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 to have any additional controls in place governing our reimbursement payments to our directors and 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. These fees will be disclosed to stockholders in accordance with applicable rules and regulations, 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 team’s motivation in identifying or selecting a target 114 TABLE OF CONTENTSbusiness 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 DirectorsUpon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have two standing committees: an audit committee and a compensation committee. Both our audit committee and our compensation committee will be composed solely of independent directors.Audit CommitteeUpon 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 Michael Donovan, Brian Griffin and Jeanne Manischewitz. Mr. Donovan will serve as chairman of the audit committee.Each member of the audit committee is financially literate and our board of directors has determined that Mr. Donovan 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:•assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm;•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;•meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific 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 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.115 TABLE OF CONTENTSCompensation CommitteeUpon 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 David Blair and Michael Donovan. Mr. Blair will serve as chairman of the compensation committee.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 making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval 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, until the earlier of the consummation of our initial business combination or our liquidation and in connection with potentially providing financing or other investments in connection with our initial business combination, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our exis