Our directors, director nominees and officers are as follows: Alyssa Rapp, age 42, serves as Chief Executive Officer and Director. Ms. Rapp has been the Chief Executive Officer of Surgical Solutions, a tech-enabled healthcare business providing non-clinical surgical services to hospitals, since 2018. As CEO, Ms. Rapp led a successful turnaround of the enterprise, driving 21% sales growth with 90% customer retention. Ms. Rapp has also served as an independent director of Women’s Health Network, a portfolio company of Shore Capital Partners and Illinois Humanities since 2020. She previously served on the board of Surgical Solutions from 2018-2020 and the Illinois Housing Development Authority from 2015-2019. From 2005-2015, Ms. Rapp served as the founder & CEO of Bottlenotes, Inc., a leading interactive media company. Starting in 2015, Ms. Rapp has served as the Managing Partner of AJR Ventures, a strategic advisory firm for family offices and private equity firms on market development, digital and e-commerce strategies for select portfolio companies. In addition, Ms. Rapp has served as a lecturer-in-management at Stanford University’s Graduate School of Business since 2014 and Adjunct Professor of Entrepreneurship at the University of Chicago’s Booth Business School since 2019. Ms. Rapp earned a B.A. in Political Science and the History of Art from Yale University in 2000 and an M.B.A. from Stanford University’s Graduate School of Business in 2005. She is the author of Amazon Bestseller, Leadership and Life Hacks: Insights from a Mom, Wife, Entrepreneur & Executive (ForbesBooks, October 2019). Ms. Rapp was selected to serve on the Board due to her experience in the technology and healthcare industries. Tracy Wan, age 61, serves as President, Chief Financial Officer and will serve as Director. Ms. Wan is a seasoned executive who has spent over 25 years in senior management roles at public and private companies. Ms. Wan has been a Managing Partner of TYW Consultants LLC since 2016, a consulting and advisory firm that provides services to businesses to improve financial and operational performance. During her time at TYW Consulting, she provided consulting services to Surgical Solutions, including as Acting COO from 2019-2020 and has worked closely with Ms. Rapp on a variety of business projects over the last ten years. From 1999-2006, Ms. Wan served as President, COO and Director from 2004-2006; and as Executive Vice President and CFO from 1994-1999 of The Sharper Image (formerly NASDAQ: SHRP), as well as President, COO and Director from 2015-2016, and as COO from 2009-2015 of Cycle Gear, Inc., a private-equity backed omni-channel retail business. Ms. Wan earned a B.S. in Business Administration, Accounting from San Francisco State University. Ms. Wan was chosen to serve on the Board in light of her experience in private equity and the healthcare industry. Ishan Dey, age 28, serves as Vice President of Business Development. Over his career in healthcare investment banking and private equity, Mr. Dey has executed approximately $9 billion cumulative transaction value. From 2018-2020, Mr. Dey served as a Senior Associate at Linden Capital Partners, one of the nation’s largest dedicated healthcare private equity firms. Prior to Linden, he was an Associate at Sterling Partners from 2016-2018, where he evaluated and executed investment opportunities in the healthcare services sector. Ishan began his career as an Analyst in the Healthcare Investment Banking Group at Jefferies from 2014-2016. He currently serves as an Advisory Board Member for Best Buddies Illinois. Mr. Dey holds a Bachelor of Business Administration from the 110 Table of Contents Goizueta Business School at Emory University. Mr. Dey was selected to serve as an officer due to his experience in the healthcare private equity industry. Curtis Feeny, age 63, will serve as Co-Chair of our Board. Mr. Feeny has served as a Senior Advisor to Peterson Partners since March 2020. From 2000-2016 he was Managing Director at Voyager Capital, a leading technology venture capital firm where Mr. Feeny invested in healthcare technology, SaaS, enterprise software, data analytics and wireless infrastructure, amongst other sectors. Mr. Feeny also served as Managing Director for Silicon Valley Data Capital, where he focused on early stage technology investing. Prior investments include Ayla Networks, Kaggle (acquired by Google), Wise.io (acquired by GE), Sensys Networks, WellnessFX (acquired by Thorne Research), and ClearCare (acquired by Wellsky). Mr. Feeny has served on over 30 Boards, both public and private, including the Board of CBRE since 2006 (NYSE:CBRE), Staples from 2016-2017, Khan Academy since 2016, Stanford Federal Credit Unit since 2006, Silicon Valley Executive Network since 2012 and Docusign, Inc. since 2020 (NASDAQ: DOCU) and was a senior executive at the Stanford Management Company and Trammell Crow prior to joining Voyager in 2000. During his time at Stanford Management Company, the office within Stanford University that invests Stanford University’s endowment and other financial assets, Mr. Curtis was responsible for overseeing the investment of the University’s endowment as it grew from $2.5 billion to $8.9 billion over eight years. Mr. Feeny has an MBA from Harvard Business School and a BS in mechanical engineering from Texas A&M University. Mr. Feeny was chosen to serve on the Board due to his experience in the healthcare and private equity industries. George Hornig, age 66, will serve as Co-Chair of our Board. Mr. Hornig has been the Managing Member of George Horning LLC since 2017, where he manages an M&A portfolio. From 2010-2016, Mr. Hornig was a Senior Managing Director and Global COO of PineBridge Investments, a global asset manager focused on active, high-conviction investing with over $125 billion in assets under management. Mr. Hornig previously served as COO of Credit Suisse Asset Management from 1999-2010, Deutsche Bank Americas from 1993-1999, and Wasserstein Perella from 1988-1991, where he was also a co-founder of the firm. Mr. Hornig has also been an active Director and seed investor for private technology-enabled companies over the last 30 years, serving as Board Chairman for Xometry since 2014, an AI-driven manufacturing platform. Mr. Hornig has served as Board Chairman for The Seed Lab since 2019 and Lasso Partners since 2020, Director and Audit Chair of Syntax since 2018 and Director of Daniel J. Edleman Holdings since 2016. He has been member of the Advisory Board for Babiators since 2014, Stojo since 2018, Copper since 2019, Ready Set Jet since 2019, Longsight Advisors since 2019 and Vantage Point since 2020. Mr. Hornig holds an A.B, J.D, and M.B.A from Harvard University. Mr. Hornig was selected as a member of the Board due to his decades of experience in the technology industry. Jim Rauh, age 40, will serve as a Director. Mr. Rauh has over 17 years of private equity experience, most recently serving as a Managing Director at Golden Gate Capital from 2009-2020, a private equity investment firm with over $17 billion of committed capital. At Golden Gate Capital, Mr. Rauh was actively involved in the firm’s healthcare and life sciences effort. Previously, Mr. Rauh held roles at JLL Partners from 2005-2009 and Prospect Partners from 2004-2005. He has worked on over 20 private equity transactions over his career. Mr. Rauh has a B.A. from Northwestern University, where he graduated summa cum laude. Mr. Rauh was selected to serve on the Board due to his investment and private equity experience. Matt Wandoloski, age 66, will serve as a Director. Since 2019, Mr. Wandoloski has served as CEO of Paloma Healthcare Consulting, a consulting firm that partners with innovative healthcare related companies to accelerate growth and profitability through Board and Strategic Advisor roles. From 2011-2018, he served as Vice President of Corporate Strategy, Informatics, & Subsidiary Development at Blue Cross Blue Shield of Arizona. Additionally, Mr. Wandoloski served as the former CEO of UnitedHealthcare, S. Arizona. Mr. Wandoloski has served on the board of directors of Complia Health since 2021, a home health home care hospice software company. Mr. Wandoloski holds a M.B.A in Finance from Long Island University – C.W Post, New York. Mr. Wandoloski was selected to serve on the Board due to his extensive experience in the healthcare industry. Christie Hefner, age 68, will serve as a Director. Ms. Hefner has served as Chairman of the Board of Hatch Beauty Brands which offers both beauty and wellness incubation, since 2014. Ms. Hefner has served on the Boards of R.D. Offutt Company since 2016, Edge Beauty since 2019, Metro Edge since 2019 and Fyllo since 2020 and previously served as a Director for Luminary Digital Media, LLC from 2013 to 2016. Previously, she served in a variety of executive positions with Playboy Enterprises, serving as the longest tenured female public company CEO. She was 111 Table of Contents widely credited with developing and leading the execution of strategies that repositioned the company from its legacy domestic magazine business to a global multi-media and lifestyle company and building its institutional shareholder base Ms. Hefner has been a Trustee of Rush University Medical Center since 1993 and former Chairman of the CORE Center from 1995-2002, a national model for the integrated treatment of people with HIV AIDS and other infectious diseases. Ms. Hefner was the former Executive Chairman of Canyon Ranch Enterprises from 2009-2015. Ms. Hefner holds a B.A. in English and American Literature from Brandeis University. Ms. Hefner was chosen to serve on the Board due to her wide range of experience, including in the beauty and wellness industry. John MacCarthy, age 61, has been a director since February 2021. He is a member the board of directors of the Nuveen Global Cities REIT, an unlisted Real Estate Investment Trust with over $500 million in assets under management, since July 2017 He served as the Chief Legal Officer of Nuveen, an investment management firm owned by TIAA with over $1 trillion in assets under management in 2017 and 2018. Mr. MacCarthy was Chief Operating Officer of TIAA Global Real Assets in 2016 and 2017. While an executive at Nuveen, Mr. MacCarthy negotiated the 2014 sale Nuveen to TIAA, the 2007 leveraged buyout of Nuveen led by Madison Dearborn Partners, and several other acquisitions by Nuveen. Mr. MacCarthy joined Nuveen Investments (NYSE: NUV) as General Counsel in 2006, serving as Executive Vice President, Secretary and General Counsel from 2008 through 2015. Before joining Nuveen, Mr. MacCarthy was a partner at the law firm of Winston & Strawn LLP, serving as Chairman of the Corporate Department from 2001 to 2006. Mr. MacCarthy holds a J.D. from Stanford Law School and a B.A. from Williams College. Mr. MacCarthy was selected to serve on the Board due to his private equity experience. Ellen Levy, age 51, will serve as a Director. Dr. Levy is the Founder & Managing Director of Silicon Valley Connect, working with organizations and entrepreneurs on opportunities for “networked innovation”, while also managing a portfolio of 50+ startups as an angel investor/advisor (a sample of investments including: RelateIQ, acquired by Salesforce; Accompany, acquired by Cisco; Outreach, BetterUp; DoctorOnDemand; Happiest Baby; Trusted Health). Additionally, she is a member of the Board of Directors of commercial real estate finance company Walker & Dunlop (NYSE: WD), financial services company CAIS, social network for military and veterans company Rallypoint, and from 2015-2020, education technology company Instructure (NYSE: INST). Dr. Levy spent nearly a decade (2003-2012) working with LinkedIn, including as Vice President of Corporate Development & Strategy and member of the Executive Team following her original role as Advisory Board member when the company was first founded. Over her career, Ellen has held formal roles in venture capital (Softbank Venture Capital; NeoCarta Ventures; Draper Fisher Jurvetson), startups (WhoWhere, bought by Lycos; Softbook Press, bought by Gemstar TVGuide; LinkedIn, bought by Microsoft), technology think tanks (Interval Research), large corporations (Apple Computer; PriceWaterhouse Coopers), and universities (Harvard; Stanford; Arizona State University). Dr. Levy has a BA from the University of Michigan, and MA & PhD in Cognitive Psychology from Stanford University. Dr. Levy was selected to serve on the Board due to her experience in the technology industry. Carl Allegretti, age 59, will serve as a Director. Mr. Allegretti has been the President of Arbor Investments since March 2020. He began his professional career at Arthur Andersen’s Chicago office in 1983. Mr. Allegretti worked with Deloitte leadership to successfully lead the Chicago tax practice of Arthur Andersen to Deloitte in 2002. While at Deloitte, Mr. Allegretti served as Chairman and CEO of Deloitte Tax LLP, led the tax practice for the Canadian member firm of Deloitte Touche Tohmatsu Limited (DTTL), led Deloitte’s Global Private Practice, was Vice Chair of the US Board of Directors and was a member of Deloitte’s Global Board of Directors. Most recently, Mr. Allegretti was Managing Partner of Deloitte’s Chicago Office until 2020. Mr. Allegretti is a member of the American Institute of Certified Public Accountants and is a certified CPA in Illinois and Indiana. He serves on the boards of World Business Chicago, Civic Committee of the Commercial Club, Imerman Angels, and the National Football Foundation. Mr. Allegretti also serves as Chair of the Audit Committee of the Ann and Robert H. Lurie Children’s Hospital of Chicago, is the Co-Chair of the After School Matters Advisory Board, and was the former Chair of Illinois Special Olympics. Mr. Allegretti received his bachelor’s degree in Accounting from Butler University in Indiana. Mr. Allegretti was selected to serve on the board due to his decades of business experience. 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 10 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 112 Table of Contents 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 approval of a majority of at least 90% of the shares of our Class B common stock voting in an annual meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, 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 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 bylaws provide 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 within one year of our initial public offering. 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 standards and applicable SEC rules prior to completion of this offering. Our board has determined that each of Curtis Feeny, George Hornig, Christie Hefner, Jim Rauh, Ellen Levy, and Matt Wandoloski is an independent director under applicable SEC rules and the 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 $10,000 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 affiliates. 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 shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders 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. 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. 113 Table of Contents Committees of the Board of Directors Pursuant to Nasdaq listing rules we will establish two standing committees—an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act and a compensation committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. We do not intend to rely on the phase-in schedules set forth in Nasdaq listing rule 5615(b)(1). 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 c