Our officers, directors and director nominees are as follows: Name Age Position Alan Gershenhorn 62 Chief Executive Officer and Chairman Isaac Applbaum 60 Chief Financial Officer and Director Bruno Sidler 63 Director Nominee Chris Sultemeier 68 Director Nominee Andrew Clarke 50 Director Nominee Alan Gershenhorn, our Chief Executive Officer and Chairman of our board of directors, was employed by UPS for 39 years, with his final role being Executive Vice President and Chief Commercial Officer from June 2014 to June 2018. He has served on the Board of Directors of Beacon Roofing Supply since May 2015 and Transportation Insight since August 2018, a portfolio company of Gryphon Investors, Worldwide Express since August 2018, a Ridgemont Equity Partners portfolio company, and Ascend Transport Group since September 2019, a Wellspring Capital Management portfolio company. He also has been a special advisor to 8VC and its portfolio companies since October 2018, and a consultant at Alan Gershenhorn Strategy Partners, LLC since July 2018. At UPS, Mr. Gershenhorn was a member of the Management Committee, which is responsible for the company’s global strategy and day-to-day operations for 11 years. Mr. Gershenhorn holds a degree in finance from the University of Houston. We believe Mr. Gershenhorn is well qualified to serve on our board of directors based on his extensive leadership, operational and functional experience, particularly in supply chain and logistics. Isaac Yitz Applbaum, our Chief Financial Officer and a member of our board of directors, is a co-founder and partner of MizMaa, a fund which invests in Israeli startup companies in the mobility, cloud and digital healthcare space. Mr. Applbaum also serves as special advisor to 8VC in connection with its investment in enterprise software and healthcare technologies, and 7Wire, a digital healthcare venture group that was one of the early investors in Livongo. In addition, Mr. Applbaum is a co-founder of Secure, where he has served as a director since January 2019. Finally, he is also the President and a Director of Senior Connect since December 2020. Mr. Applbaum also helped found and build SecureKey, a blockchain technologies company, where he has served as a board observer since 2012. Mr. Applbaum also was an early investor in and director of mobile payments company Kili from 2013 to 2017 before it was acquired by Square, Inc. From 2001 to 2006, Mr. Applbaum was a partner at Lightspeed, a global venture fund. From 1997 to 2000, Mr. Applbaum was a board observer of 7/24, an internet protocol-based solutions company. From 1994 to 1999, Mr. Applbaum was Co-Founder and Chief Executive Officer at Concorde from 1994 to 1999, which was subsequently sold to Bank of America. Mr. Applbaum holds a BA from Yeshiva University. We believe Mr. Applbaum is well qualified to serve on our board of directors due to his significant leadership, finance and operational experience. Chris Sultemeier, one of our director nominees, will serve as a member of our board of directors. Mr. Sultemeier spent 27 years at Walmart, with his final role being President and Chief Executive Officer of Walmart Transportation, LLC from [•] to [•], where he led the logistics teams to improve service to retail stores and clubs. Mr. Sultemeier also currently serves on the board of directors of Duke Realty since [•] and Yellow Corporation since [•]. Prior to joining Walmart, Mr. Sultemeier served in the U.S. Army as platoon leader, Task Force Engineer, and Company Executive Officer in the 1st Infantry Division. Mr. Sultemeier received his Bachelor of Science in Mechanical Engineering from the U.S. Military Academy at West Point. We believe Mr. Sultemeier is qualified to serve on our board of directors due to his extensive operational, transportation and leadership experience in the logistics sectors. Bruno Sidler, one of our director nominees, will serve as a member of our board of directors. Mr. Sidler has served as Chief Operating Officer and President of the Executive Management Committee of Lonrho Ltd., a privately-owned investment company focusing on food and beverage production and distribution in Sub-Sahara Africa, since 2017. Mr. Sidler has also served on the board of Swiss logistics firm Bertschi AG since 2015, US supply chain technology platform e2log since 2017, international logistics and freight forwarding provider Scan Global Logistics A/S since 2020, and is currently the chairman of the board at Global Airlift Solutions Ltd. since 2014, a Swiss logistics and forwarding company for critical care needs. Prior to these roles, Mr. Sidler served as Chief Operating Officer and a member of the Executive Board of DKSH Holding AG from 2013 to 2017, a publicly listed holding company focused on providing market expansion services. Prior to that engagement, Mr. Sidler held numerous positions, most notably 103 Table of Contents as Chief Operating Officer of CEVA Logistics from 2010 to 2012 and as Chief Executive Officer of the Panalpina Group from 1998 to 2006. From 1978 to 1979, Mr. Sidler enlisted at Infantry Officer School and commissioned as 2nd Lieutenant, and was promoted to 1st Lieutenant during the course of the compulsory annual services. Mr. Sidler has received vocational training in international Freight Forwarding and Logistics in combination with studies at KV Zurich Business School. We believe Mr. Sidler is qualified to serve on our board of directors due to his extensive industry knowledge in international freight and logistics, in addition to his broad operational and leadership experience. Andrew Clarke, one of our director nominees, will serve as a member of our board of directors. From 2015 to 2019, Mr. Clarke served as the Chief Financial Officer of C.H. Robinson of Minneapolis, Minnesota. From 2007 until 2013, Mr. Clarke was the Chief Executive Officer of Panther of Seville, Ohio, a premium logistics provider that focuses on the automotive, life sciences, governmental and manufacturing segments. From 2001 to 2006, Mr. Clarke served in various executive roles, including as Senior Vice President and Chief Financial Officer, at Forward Air, a diversified transportation services corporation. Mr. Clarke has served on the boards of Element Fleet since 2018 and Big Lots since 2020. Previously, Mr. Clarke has served as a director of several public companies, including Forward Air from 2001 to 2006, Pacer International, Inc. from 2005 to 2009 and Blount International, Inc. from 2010 to 2016. Mr. Clarke holds a MBA from the University of Chicago Booth School of Business and a BSBA from Washington University in St. Louis. We believe Mr. Clarke is qualified to serve on our board of directors due to his broad logistics industry experience, as well as his extensive leadership, operational and financial experience. Number and Terms of Office of Officers and Directors Our board of directors will consist of five members and is divided into three classes with only one class of directors being elected in each year, and with 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 Mr. Sidler, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Sultemeier and Clarke, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Gershenhorn and Applbaum, 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 officers as it deems appropriate pursuant to our amended and restated certificate of incorporation. Director Independence Nasdaq rules and our amended and restated certificate of incorporation will 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 who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that Messrs., Clarke, Sidler and Sultemeier are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. 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 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 1P $10,000 per month for office space, secretarial and administrative services provided to members of our management team. In addition, our sponsors, 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 sponsors, executive officers or directors, or our or their respective affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee 104 Table of Contents review of such reimbursements, 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 our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsors, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, 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 proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, 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 executive 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 executive 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 managements 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 executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness 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. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. 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. Messrs. Clarke, Sidler and Sultemeier will serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Clarke, Sidler and Sultemeier are independent. Mr. Clarke will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Clarke qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; • monitoring the independence of the independent auditor; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; 105 Table of Contents • appointing or replacing the independent auditor; • determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; • monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and • reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be Messrs. Clarke, Sultemeier and Sidler, and Mr. Sidler 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, 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’s based on such evaluation; • reviewing and approving the compensation of all of our other Section 16 executive officers; • reviewing 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 executive officers and employees; • 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. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors 106 Table of Contents who will participate in the consideration and recommendation of director nominees are Messrs. Clarke, Sidler and Sultemeier. In accordance with Rule 5605(e)(1)(A) of Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors consider