Our directors, director nominees and officers are as follows: Name Age Title Allen Weiss 66 Chairman Robert Whitehead 70 Chief Executive Officer, Director Dan Halvorson 55 Chief Financial Officer, Executive Vice President, Director Vipul Patel 58 Independent Director Nominee Marc Kozin 59 Independent Director Nominee W. Robert Dahl 64 Independent Director Nominee Michelle McKenna 55 Independent Director Nominee Allen Weiss – Chairman of the Board Allen Weiss serves as Chairman of the Board of Directors for the Company. From 1972 to 2011, Mr. Weiss had a career at Disney in various roles. From 1994 to 2003, Mr. Weiss served as President of Walt Disney World and from 2003 to 2011 served as the President of World Wide Operations for Disney’s $10 billion / 95,000 employee Walt Disney Parks and Resorts business. Mr. Weiss was responsible for the company’s theme parks and resorts including the Walt Disney World Resort, Disneyland Resort, and Disneyland Resort Paris, Disney Cruise Line, Disney Vacation Club, “Adventures by Disney,” and the line-of-business responsibility for Hong Kong Disneyland Resort and Tokyo Disney Resort. Mr. Weiss began his Disney career overseeing cash control on Main Street and rose through the ranks to President, Worldwide Operations, for Walt Disney Parks and Resorts. His vision and results-focused leadership contributed to the significant growth of top-line revenue and expanded margins in a thoughtful and strategic way while protecting the Disney brand, Cast, and overall guest experience. During his tenure as President, Mr. Weiss directed the largest resort expansion in Walt Disney World history, resulting in double-digit percentage revenue growth, seven consecutive years of record revenues and higher profits. Leading the organization through one of the toughest recessions the world has faced, Mr. Weiss positioned the organization for major growth while significantly reducing the downturn in revenue which was occurring throughout the theme park industry. Since November 2011, Mr. Weiss has been a partner in Apollo Capital Management. Mr. Weiss is involved in company analyses to support potential acquisitions and management. During his time at Apollo Capital, he had direct involvement in the acquisition of Chuck E. Cheese Entertainment in 2014 and served on their Board of Directors until December 2020. Mr. Weiss was also engaged in the acquisition and negotiations for the sale of Great Wolf Resorts where he subsequently became Chairman of the Board of Directors for Great Wolf and later Executive Chairman. Mr. Weiss was also involved in the acquisition of Diamond Resorts International, which closed in September 2016, and ClubCorp. Mr. Weiss has served on the Alticor (Amway) Board of Directors since 2012, and Diamond Resorts International Board of Directors since 2014. He served on the Metro Orlando Economic Development Commission Governor’s Council from 2004 to 2007, was a National Board Member of the Sanford-Burnham Medical Research Institute and was appointed by the U.S. Commerce Secretary as a founding member to the Corporation for Travel Promotion Board of Directors. He was named “Most Influential Businessman in Central Florida” by the Orlando Business Journal in 2005. We believe Mr. Weiss is qualified to serve on our board of directors due to his extensive executive leadership, acquisition and negotiation expertise, as well as his corporate finance experience. Robert Whitehead – Chief Executive Officer and Director Robert Whitehead serves as the Chief Executive Officer of our Company and is a member of our Board of Directors. Mr. Whitehead was the co-founder and served as Chief Executive Officer of Sprout Pharmaceuticals, a 94 Table of Contents biopharmaceutical company from 2011to 2014. He served as Chief Operating Officer from 2014 until the Company was sold to Valeant in 2015 for more than $2.5 billion in total upfront and contingent consideration. He led the reacquisition of Sprout in 2017 and currently serves as a member of Sprout’s Board of Directors. Founded in 2011, Sprout obtained the approval of Addyi, the first and only oral approved treatment for hypoactive sexual desire disorder in premenopausal women. The product is marketed today in the United States and Canada. Prior to founding Sprout Pharmaceuticals, Mr. Whitehead co-founded and served as Chief Executive Officer and a director of Slate Pharmaceuticals until Slate’s acquisition by Actient/GTCR in December 2011 for $150 million in total consideration. Prior executive positions include President and Chief Operating Officer of Auxilium Pharmaceuticals, Inc., a publicly traded specialty pharmaceutical company in the fields of urology and men’s health (Auxilium sold to Endo Pharmaceuticals in 2014 for $2.2 billion); Chief Executive Officer of Prestwick Pharmaceuticals, Inc., a specialty pharmaceutical company (acquired by Biovail for $100 million in 2008), Chief Business Officer of ZymoGenetics, Inc., a biopharmaceutical company (acquired by Bristol Myers Squibb for $885 million in 2010); and Chief Operating Officer of Dura Pharmaceuticals and Élan Pharmaceuticals, Inc., which acquired Dura Pharmaceuticals in 2000 for $2 billion. Mr. Whitehead’s investment and capital management expertise includes experience as an early-stage investor, board member and/or advisor to multiple national and international start-up healthcare firms including Lia, IntuiTap, Juno, Renovia, uMethod and several others. We believe Mr. Whitehead is well qualified to serve as a member of our Board of Directors due to his extensive healthcare experience, private and public company experience, and executive leadership skills. Vipul Patel, MD – Director Nominee Dr. Patel will serve as a member of our Board of Directors upon the effectiveness of the registration statement of which this prospectus forms a part. Dr. Patel is board certified by the American Urological Association and has served as the medical director of the Global Robotics Institute at Advent Health Celebration since January 2008 and medical director of the Advent Health Cancer Institute Urologic Oncology Program since January 2008. He is a professor of Urology at the University of Central Florida College of Medicine in Orlando, Florida, and a clinical associate professor of Urology at Nova Southeastern University, also in Orlando. Dr. Patel serves as an honorary professor at the University of Milan, Korea University and Ricardo Palma University in Lima, Peru, and was recently made an honorary professor of the Russian Academy of Science. Dr. Patel is the founder of the International Prostate Cancer Foundation and a founding member of the Society of Robotic Surgery. Dr. Patel is also the executive director of the Society of Robotic Surgery that hosted 10,000 surgeons in 2020 and past president of the Florida Urologic Society. He is the editor emeritus of The Journal of Robotic Surgery and editor of the first-ever robotic urology textbook. Leading one of the world’s most experienced robotic surgery teams, Dr. Patel travels around the world to educate physicians and care for patients. Dr. Patel is world-renowned for his contribution to the field of robotic surgery and prostate cancer and is one of the most experienced robotic surgeons in the world having personally performed over 14,000 robotic prostatectomies for the treatment of prostate cancer. His developed techniques in robotic surgery have translated to the improvement in patient care and outcomes. In addition, Dr. Patel’s innovations have helped to improve cancer treatment and return of early urinary continence and sexual function. His contributions have been recognized worldwide through publications, professorships and training courses. Dr. Patel completed his medical school education at Baylor College of Medicine in Houston, Texas. He then completed his residency and fellowship training at the University of Miami in Florida. We believe Dr. Patel will be well qualified to serve as a member of our Board of Directors due to his exceptional experience in laparoscopy and robotic surgery and understanding of new innovations in medical device technology. 95 Table of Contents Dan Halvorson – Executive Vice President, Chief Financial Officer, Director Dan Halvorson serves as our Executive Vice President and Chief Financial Officer, and as a member of our Board of Directors. Mr. Halvorson’s previous position was as the Executive Vice President and Chief Financial Officer for Brain Corporation, a San Diego-based robotics and artificial intelligence company, from October 2017 to January 2020. His prior positions include Executive Vice President and Chief Financial Officer for Ingenu, Inc., a pioneer in delivering connectivity exclusively to machines in the Internet of Things space, from July 2016 to August 2017; Executive Vice President and Chief Financial Officer for OneRoof Energy, Inc. from 2013 through May 2016; and as Executive Vice President-Operations and Chief Financial Officer for DivX, Inc. from 2007 until its acquisition by Sonic Solutions in late 2010. Before joining DivX, Mr. Halvorson worked at Novatel Wireless, Inc. (now Inseego, NASDAQ: INSG) from 2000 to 2007, and from 2004 to 2007 as its Chief Financial Officer, during a significant five-year period (2003-2007) resulting in an increase from $33M to over $400M revenue growth and a significant increase in market capitalization. He was Director of Finance for Dura Pharmaceuticals, Inc. from 1998 to 2000 (acquired by Elan Pharmaceuticals for $2 Billion) and Director of Finance for Alliance Pharmaceutical Corp. from 1996 to 1998. Mr. Halvorson served various clients in multiple industries and from 1988 to 1994, Mr. Halvorson was with Deloitte & Touche LLC, and subsequently, with PricewaterhouseCoopers LLP from 1994 until he joined Alliance Pharmaceutical Corp. in 1996. Mr. Halvorson served as a Board Member and Audit Committee Chair for Superconductor Technologies, Inc. (NASDAQ:SCON) from 2014 to 2017. He is a Certified Public Accountant (inactive) and holds a B.S. in Business Administration and Accounting from San Diego State University. We believe Mr. Halvorson is well qualified to serve as a member of our Board of Directors due to his extensive knowledge about public and financial accounting matters, including expertise in capital investments and initial public offerings, and we believe his contributions will provide us with important perspectives when evaluating and executing on potential target companies. Marc Kozin – Director Nominee Marc Kozin will serve as a member of our Board of Directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Kozin is a professional Board Member, having served on over a dozen Boards in a variety of roles and on all committees. He has experience as Chair, Vice Chair, Lead Independent Director and Committee Chairs. Previously, Mr. Kozin was a career strategy consultant, having served as President of L.E.K. Consulting’s North American practice from 1997 to 2012. He began his career at L.E.K. in 1987 by helping establish the Boston office. He has over 35 years of experience in corporate and business unit strategy consulting, merger and acquisition advisory services, and value management. He also led the development of L.E.K.’s industry leading life science strategic planning practice. Mr. Kozin currently sits on several Boards. He has served as a director of UFP Technologies (NASDAQ: UFPT) since 2006 where he is lead director. In November, 2020, he joined the Board of Vascular Biogenics (NASDAQ: VBLT) as Vice Chairman. In January 2019, he joined the Board of Dicerna Pharmaceuticals (NASDAQ: DRNA). In January 2013, he joined the Strategy Advisory Board of HealthCare Royalty Partners where he is Chairman. On the non-profit side, he serves on the Board of The Greenlight Fund. Since becoming a professional Board member, Mr. Kozin has also served on the Boards of several companies since sold, including Endocyte (NASDAQ: ECYT), a small molecule targeted therapeutic company sold to Novartis, Dyax (NASDAQ: DYAX), an integrated biotechnology company sold to Shire, OvaScience (NASDAQ: OVAS), a fertility company merged with Millendo Therapeutics and Flex Pharmaceuticals (NASDAQ: FLKS) merged with Salarius Pharmaceuticals. Mr. Kozin has also served on the boards of directors of Frequency Therapeutics, Brandwise, Inc., Lynx Therapeutics, Inc., Assurance Medical, Inc., Medical Simulation Corporation, Advizex, and CrunchTime! Information Systems. Mr. Kozin was also on the Board of Governors at New England Medical Center and the Board of DukeEngage. 96 Table of Contents Mr. Kozin received his B.A. with Distinction, Magna Cum Laude, in Economics from Duke University in 1983. He was awarded an M.B.A. with Distinction from The Wharton School, University of Pennsylvania in 1987. We believe Mr. Kozin will be well qualified to serve as a member of our Board of Directors due to his extensive experience in both health care and transactions. W. Robert Dahl – Director Nominee Robert Dahl will serve as a member of our Board of Directors upon the effectiveness of the registration statement of which this prospectus forms a part. Since 2006, Mr. Dahl has been a private investor, focusing on providing growth capital to private companies. Previously, he was the co-founder and Chief Operating Officer of Arrowhawk Capital Partners, an investment company from 2008 to 2011, and the Vice President of Strategic Business Development and Vice Chairman of the Board of Directors of Golden Pond Healthcare, Inc. from 2008 to 2010. From 1999 until 2006, Mr. Dahl served as the head of Global Healthcare for the Carlyle Group, a leading private equity firm, where he was responsible for the firm’s investments in the healthcare field. Prior to Carlyle, Mr. Dahl served as co-head of healthcare investment banking in North America at Credit Suisse First Boston. Mr. Dahl is a director of several private companies. Mr. Dahl received a BA from Middlebury College and an MBA with high distinction from the Harvard Business School. We believe Mr. Dahl will be well qualified to serve as a member of our Board of Directors due to his extensive experience as a healthcare investor, and his broad knowledge of financial markets. Michelle McKenna – Director Nominee Michelle McKenna will serve as a member of our Board of Directors upon the effectiveness of the registration statement of which this prospectus forms a part. Since 2012, Ms. McKenna has been responsible for the NFL’s technology strategy, shared service delivery and management of the league’s technology activities including all game day technologies. She most recently was responsible for the league’s technology response to COVID-19 by implementing extensive contact tracing, testing, and reporting across the league, as well as the league’s first ever virtual draft. She is executive sponsor of the league’s WIN — Women’s Network and was awarded a Game Changer Award by Sports Business Journal. Forty Over Forty — Women to Watch named her as one of the top 40 women in business, and CIO of the Year by Orbie 2020. Ms. McKenna is an experienced public board member who has significant experience in M&A, technology and early stage companies. She served on the board of Insperity, Inc. (NSP) from 2015-2017 and currently serves on the public boards of Ring Central, Inc. (RNG) and Quotient Ltd. (QUOT). Ms. McKenna joined the NFL from Constellation Energy in Baltimore, Maryland where she was the Chief Information Officer. At Constellation she led the acquisition of competitive energy businesses and the ultimate merger with Exelon. In this capacity she served as a board advisor and worked closely with the Chairman and CEO. Prior to joining Constellation Energy, Ms. McKenna was President of Vision Interactive Media Group, where she was responsible for marketing, technology, business development, operations and finance. Ms. McKenna has extensive experience in the media and entertainment industry as Senior Vice President and Chief Information Officer at Universal Orlando Resort. In this role, she was responsible for the innovation, oversight and leadership of technology at Universal Orlando Resort, including the launch of The Wizarding World of Harry Potter. Ms. McKenna was also Senior Vice President, CRM & Chief Information Officer at Centex Destination Properties. She had a 13-year career with The Walt Disney Company in a variety of executive positions in Resort Development, Finance, Marketing, Operations and Technology. As Vice President, Information Technology, Ms. McKenna led the company’s largest ever technology investment — Destination Disney, a multi-year company strategic initiative to transform the company’s marketing, sales, on-line, and customer relationship management processes. Prior to Disney, Ms. McKenna held positions at MetLife and Coopers & Lybrand (now PricewaterhouseCoopers). Ms. McKenna is a certified public accountant. She holds a bachelor’s degree in accounting from Auburn University and a master’s degree in business administration from the Crummer Graduate School of Business at 97 Table of Contents Rollins College in Winter Park Florida. She has been a guest on CNN, CNBC, Bloomberg TV, Morning Joe, Good Day New York and is a sought-after speaker on topics of technology, operational change, and women in leadership. We believe Ms. McKenna will be well qualified to serve as a member of our Board of Directors due to her prior board experience, her financial background, and technology focus. Number of Officers and Directors We expect to have seven directors upon completion of this offering. We may not hold an annual meeting of stockholders until after we consummate our initial business combination. Our officers are elected 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. Director Independence The 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. We will appoint four “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules to serve on our board of directors. 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. Until the earlier of consummation of our initial business combination and our liquidation, beginning on the effective date of this registration statement, we will pay an affiliate of one of our officers a total of $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Our 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 to our sponsor, officers, directors or their affiliates. After the completion of our initial business combination, directors o