Our officers, directors and director nominees are as follows: Name Age Position Peter Hébert 43 Chairman Josh DeFonzo 39 Chief Executive Officer and Director Segolene Scarborough 41 Chief Financial Officer and Treasurer Bijan Salehizadeh 47 Director Nominee Joseph Robert “Bob” Kerrey 76 Director Nominee Fred Moll 68 Director Nominee Mr. Peter Hébert is Co-Founder and Managing Partner of Lux Capital, a $2.4 billion venture capital firm based in New York, NY and Menlo Park, CA. Peter led Lux’s investments in Auris Health (acquired by Johnson & Johnson for up to $5.75 billion, including consideration of milestone payments), Lux Research (acquired by Private Equity), Luxtera (acquired by Cisco for $660 million), SiBEAM (acquired by Silicon Image) and Vium (acquired by Recursion Pharma). Current investments include Avail, Bright Machines, Everspin Technologies (NASDAQ: MRAM), Flex Logix, Matterport, Ripcord and Transphorm. In 2003, Peter led the spin-off of Lux Research. As its founding CEO, he helped build Lux Research into a leading emerging-technology research firm. Peter began his career at Lehman Brothers, where he worked in the firm’s top-ranked Equity Research group. He was a Chancellor’s Scholar and graduated cum laude from Syracuse University’s Newhouse School and was the Founding President of its first venture organization, Future Business Leaders and Entrepreneurs. He has been a guest on CNBC and Bloomberg TV and speaker at Columbia, Cornell, MIT, Stanford, Yale and the National Science Foundation. Mr. Peter Hébert is a co-founder and managing partner of Lux and oversees Lux’s investments at the intersection of technology and medical devices, including Auris Health, which was acquired by Johnson & Johnson and Avail Medsystems. Our board believes that Peter’s experience in investing in healthcare companies provides him with the qualifications and skills to serve as a director. Mr. Josh DeFonzo has been in the healthcare technology industry since 2003. He has commercialized and developed medical devices, diagnostics and biologics across a variety of specialties and disease states. Josh began his career with Medtronic, commercialized a wide range of technology as a boutique distributor and has contributed, in product and executive management capacities, to several healthcare technology startups in Silicon Valley including Invuity (acquired by Stryker), EndoGastric Solutions, CareDx (NASDAQ: CDNA) and most recently Auris Health (acquired by Johnson & Johnson in April 2019 for up to $5.75 billion, including consideration of milestone payments). Josh received a B.A. in Economics from the University of California, Berkeley. Our board believes that Josh’s experience developing and commercializing medical technology, as well as operating healthcare companies, provides him with the qualifications and skills to serve as a director. Ms. Segolene Scarborough is CFO and leads all financial operations at Lux Capital, including limited partner reporting, managing quarterly closes, annual audit and tax reporting. She is also a resource for Lux portfolio companies, providing strategic counsel on industry benchmarks and building effective finance teams. Prior to joining Lux in 2017, Segolene was Controller at Sequoia Capital, a venture capital firm headquartered in Menlo Park, CA, where she started in June of 2013. While there, she was responsible for LP reporting, financings, portfolio company valuations and monthly and quarterly closes. She previously worked in financial audit at PricewaterhouseCoopers in Brussels, Belgium and San Jose, California focusing on biotech and venture capital. 107 Dr. Bijan Salehizadeh will serve as a director following the completion of this offering. Since September 2011, Dr. Salehizadeh has served as co-founder and Managing Director at NaviMed Capital, a private equity firm focused on healthcare investments. From September 2004 to August 2011, Dr. Salehizadeh was an investment professional at Highland Capital Partners, where he most recently served as General Partner. Prior to this, Dr. Salehizadeh served in various positions at Medtronic and HealthCentral. Dr. Salehizadeh has served on the board of directors of numerous healthcare companies including Auris Health (acquired by Johnson & Johnson for up to $5.75 billion, including consideration of milestone payments), BARRX (acquired by Medtronic), Hyperion (IPO, acquired by Horizon Therapeutics) and Lumere (acquired by GHX). He currently serves on the board of directors of several private healthcare companies. Dr. Salehizadeh received an M.D. and an M.S. in Health Policy from Columbia University, an M.B.A. from Harvard Business School and an A.B. in Molecular Biology from Princeton University. Our board believes that Dr. Salehizadeh’s experience in investing in healthcare companies, as well as his medical background, provides him with the qualifications and skills to serve as a director. Senator Joseph Robert “Bob” Kerrey will serve as a director following the completion of this offering. Senator Kerrey has served as a managing director of Allen & Company, an investment banking firm, since 2014. Prior to this he served as President of the New School from January 2001 to January 2011. From 1988 to 2000, he served as U.S. Senator from Nebraska. During that period, he was a member of numerous congressionally chartered commissions and Senate committees, including the Senate Finance and Appropriations Committees and the Senate Select Committee on Intelligence. Prior to that time, he served as Governor of Nebraska from 1982 to 1987. Senator Kerrey is also the lead director of Tenet Healthcare Corporation, where he has served as a director since 2012, and is a board member of three private companies: Imagen, Intarcia, and Monolith Energy. He is also a former member of the board of directors of Auris Health. In addition, Senator Kerrey's background and substantial government experience have prepared him well for membership on our board of directors and, by virtue of his current directorships, he will add significant corporate governance and compliance oversight expertise to our board of directors. Dr. Fred Moll will serve as a director following the completion of this offering. Dr. Moll has served as a member of the Shockwave Medical board of directors since 2011. Since April 2019, Dr. Moll has served as Chief Development Officer for Johnson & Johnson Medical Device Companies. Dr. Moll is also a co-founder, and, since September 2012, has been the Chairman and Chief Executive Officer of Auris Health. Dr. Moll previously served as a director and as Chairman of the board of Restoration Robotics from November 2002 until its merger with Venus Concept in November 2019. From 2002 to 2010, Dr. Moll served as the Chief Executive Officer of Hansen Medical, which he also co-founded. Previously, Dr. Moll co-founded Intuitive Surgical and from 1995 to 1998 served as its first Chief Executive Officer. Dr. Moll also co-founded Endo-Therapeutics, and Origin MedSystems, which later became an operating company within Guidant Corporation following its acquisition by Eli Lilly & Company. Dr. Moll serves on the board of directors of IntersectENT. Dr. Moll received a B.A. in economics from the University of California at Berkeley, an M.S. in management from Stanford University and an M.D. from the University of Washington. Dr. Moll's experience in the healthcare sector and his medical background and experience provide him with the qualifications and skills to serve on our board of directors. Number and Terms of Office of Officers and Directors We intend to 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 with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the 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 Dr. Bijan Salehizadeh, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Senator Joseph Robert "Bob" Kerrey and Dr. Fred Moll, will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of Peter Hébert and Josh DeFonzo, will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete our initial business combination. 108 Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration rights agreement. 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 nominate persons to the offices set forth in our amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, 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. 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 intend to add “independent directors” as defined in Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “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 cash compensation for services rendered to us. In addition, our sponsor, 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, executive officers or directors, or our or their respective 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 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 completing 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 sponsor, 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. 109 We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion 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 management’s 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 completion 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 three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A 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. Dr. Bijan Salehizadeh, Senator Joseph Robert “Bob” Kerrey and Dr. Fred Moll will serve as members of our audit committee. Our board of directors has determined that each of Dr. Bijan Salehizadeh, Senator Joseph Robert “Bob” Kerrey and Dr. Fred Moll is independent under Nasdaq listing standards and applicable SEC rules. Dr. Bijan Salehizadeh 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 Dr. Bijan Salehizadeh qualifies as an “audit committee financial expert” as defined in applicable SEC rules. • appointing, compensating and overseeing our independent registered public accounting firm; • reviewing and approving the annual audit plan for the company; • overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; • discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; • establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law; • monitoring our environmental sustainability and governance practices; • 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; 110 • approving audit and non-audit services provided by our independent registered public accounting firm; • discussing earnings press releases and financial information provided to analysts and rating agencies; • discussing with management our policies and practices with respect to risk assessment and risk management; • reviewing any material transaction between our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President; and • producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations. The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. 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 Dr. Bijan Salehizadeh, Senator Joseph Robert “Bob” Kerrey and Dr. Fred Moll, and Dr. Bijan Salehizadeh will serve as chairman of the compensation committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of Dr. Bijan Salehizadeh, Senator Joseph Robert “Bob” Kerrey and Dr. Fred Moll is independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving corporate goals and objectives relevant to our President’s compensation, evaluating our President’s performance in light of those goals and objectives, and setting our President’s compensation level based on this evaluation; • setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the company’s common stock under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors; • making recommendations to the board of directors with respect to incentive compensation programs and equity-based plans that are subject to board approval; • approving any employment or severance agreements with our Section 16 Officers; • granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officer