Our officers, directors and director nominees are as follows: Name Age Position P. Jeffrey Leck 57 Chief Executive Officer, President and Director John F. Kirtley 56 Chief Financial Officer, Secretary, Treasurer and Director Marc S. Sculler 55 Director nominee William Weatherford 40 Director nominee Jennifer Paul 32 Director nominee Scott Yearwood 58 Director nominee P. Jeffrey Leck, our Chief Executive Officer, President and a Director since inception, has more than 30 years of experience acquiring businesses. From June 2019 until present, Mr. Leck has been evaluating various potential private equity investments in conjunction with our Chief Financial Officer, John Kirtley. Until June 2019, he was a Special Advisor with KLH Capital Fund III, LP, a managing general partner with KLH Capital Fund II, LP, and a managing general partner with KLH Capital, LP. Each of these KLH Capital Funds I, II and III are/were Small Business Investment Companies, licensed by the United States Small Business Administration, investing in private equity control positions in the lower middle market. He co-founded KLH Capital in 2005. Prior to KLH Capital, he was a managing general partner of FCP Investors Funds I-V, LP, institutionally backed private equity funds investing in private equity control positions in the lower middle market. He co-founded Florida Capital Partners, which invested in lower middle market private companies, in 1989 with Mr. Kirtley. Prior to 1989, he held positions as a General Partner, Vice President and Associate at Chemical Venture Partners, the private equity and venture capital arm of Chemical Bank and as a financial analyst at Drexel Burnham Lambert. He is currently a Director of MyWorkChoice LLC, a tech-enabled contract staffing company (since January 2020), Hudson & Canal Corp., a designer, importer and distributor of home furnishings to the eCommerce trade (since 2017) and Educational Symposia, Inc., a continuing medical education company (since 2001), and has served as a Director of numerous portfolio companies of the KLH Capital Funds and FCP Investors Funds described above. He also serves as an Advisor to KLH Capital (since July 2019); TFX Capital (since 2015); Arcus Ventures (since 2011) and Hanover Partners (since 1994). Mr. Leck received his Bachelor of Science degree in Commerce from the McIntire School of Commerce at the University of Virginia. Mr. Leck is well-qualified to serve as a Director due to his extensive investment and board experience in the private equity industry. John F. Kirtley, our Chief Financial Officer, Secretary, Treasurer, and a Director since inception, has more than 30 years of experience acquiring businesses. From June 2019 until present, Mr. Kirtley has been evaluating various potential private equity investments in conjunction with our Chief Executive Officer, P. Jeffrey Leck. Until June 2019, he was a Special Advisor with KLH Capital Fund III, LP, a managing general partner with KLH Capital Fund II, LP, and a managing general partner with KLH Capital, LP. Each of these KLH Capital Funds I, II and III are/were Small Business Investment Companies, licensed by the United States Small Business Administration, investing in private equity control positions in the lower middle market. He co-founded KLH Capital in 2005. Prior to KLH Capital, he was a managing general partner of FCP Investors Funds I-V, LP, institutionally backed private equity funds investing in private equity control positions in the lower middle market. He co-founded Florida Capital Partners in 1989 with Mr. Leck. Prior to Florida Capital Partners, he held positions as a General Partner, Associate and Financial Analyst at Chemical Venture Partners, the private equity and venture capital arm of Chemical Bank. He is currently a Director of Hudson & Canal Corp., a designer, importer and distributor of home furnishings to the eCommerce trade (since 2017) and Educational Symposia, Inc., a continuing medical education company (since 2001), and has served as a Director of numerous portfolio companies of the KLH Capital Funds and FCP Investors Funds described above. He received his Bachelor of Science degree in Commerce from the McIntire School of Commerce at the University of Virginia. Mr. Kirtley is well-qualified to serve as a Director due to his extensive organizational, investment and board experience in the private equity industry. Marc Sculler will serve as one of our Directors as of the effective date of the registration statement of which this prospectus forms part. From July 2017 until present, Mr. Sculler has been President and Chief Executive Officer of Hudson & Canal, a designer, importer and distributor of home furnishings to the eCommerce trade. From 2014 to November 2016, he held positions of President and Senior Vice President of Twin-Star International, 89 an enhanced distributor of TV/media furniture, electric fireplaces, portable heaters and consumer electronic accessories with operations in USA and China. From 2002 to 2014 he held the positions of Chief Executive Officer and Vice President of Bell’O International, an enhanced distributor of TV/media furniture and consumer electronic accessories. From 1996 to 2001, he was Chief Executive Officer and President of M&R Marking Systems a manufacturer of custom hand held marking products to the office products industry. Mr. Sculler holds a Bachelor’s degree in Accounting from Rider University. He is well-qualified to serve as a Director due to his extensive experience in operations, manufacturing, and finance. William Weatherford will serve as one of our Directors as of the effective date of the registration statement of which this prospectus forms part. Since 2015, Mr. Weatherford has been Managing Partner of Weatherford Capital, a private equity firm headquartered in Tampa, Florida. Mr. Weatherford was a member of the Florida House of Representatives from 2006 to 2014. From 2012 to 2014 he was the 84th Speaker of the Florida House of Representatives. He currently serves on the private boards of TECO Energy (a West Florida electric utility) and PayIt (a payment platform for government services). He currently serves on the advisory boards of Kitson & Partners (a Florida real estate development company) and MBF Healthcare Partners (a healthcare-focused private equity firm). Previously, Mr. Weatherford served as a Director at Florida Traditions Bank from 2008 to 2014, and Sunshine Bancorp Inc. (NASDAQ:SBPC) from 2015 to 2018. Mr. Weatherford earned his Bachelors of Science degree in International Business from Jacksonville University’s Davis College of Business. He is well-qualified to serve as a director due to his extensive experiences in management, finance, investing and public service. Jennifer Paul will serve as one of our Directors as of the effective date of the registration statement of which this prospectus forms part. Ms. Paul is the Founder and Managing Director at Minerva Investment Partners, LLC a private investment firm founded in 2018, which seeks to make investments in privately-held companies through the U.S. with EBITDA less than $10 million. She is responsible for sourcing, structuring, closing and monitoring its investments post-close. Prior to founding Minerva, Ms. Paul served as Vice President at Third Lake Capital, LLC, a single-family office managing the capital for the Wanek family, the founders and owners of Ashley Furniture. Her main responsibilities surrounded executing the firm’s private equity strategy including sourcing, structuring, due diligence and ongoing portfolio management, and as a member of the investment committee, she was also involved in areas within the firm including alternative investments, private fund investments and direct real estate investment strategy. She served as the Vice Chairman and Operating Partner of WingHouse Bar & Grill from 2016 until the business was exited in October 2019. Prior to joining Third Lake in 2013, she was an associate with Hyde Park Capital Advisors, LLC a middle-market investment bank, supporting its mergers and acquisitions, private capital raising, fairness opinions and corporate finance efforts. Ms. Paul joined Hyde Park Capital in 2009, where she worked with both public and private companies in a variety of industries including healthcare, industrials, technology, business and financial services. She attended The University of Tampa, where she was the recipient of the President’s Scholarship and graduated with a Bachelor of Science in Finance with a concentration in Accounting. Ms. Paul is well-qualified to serve as a Director due to her extensive experiences within private equity as well as management. Scott Yearwood will serve as one of our Directors as of the effective date of the registration statement of which this prospectus forms part. Mr. Yearwood most recently served as co-founder and co-President of Energy Hardware LLC from 2002 to 2013. Energy Hardware is a distributor of high quality, close tolerance electro-mechanical hardware and fasteners to industrial OEM manufacturers, subcontractors and repair operations around the world, primarily within the global power generation industry. It was quickly recognized as an industry leader earning multiple supplier awards by providing best in class quality products and creative inventory management solutions such as kitting and in-house stores. In 1998 Mr. Yearwood became Director of Marketing for Pentacon Aerospace Group, and subsequently Director of GE Global Business Development for Pentacon, Inc. (NYSE:JIT), a Texas-based company, until he co-founded Energy Hardware LLC in 2002. He graduated from Brevard Community College with an Associate’s degree in Business Administration. He is well-qualified to serve as a Director due to his extensive experience in operations and manufacturing. Number and Terms of Office of Officers and Directors We intend to have six 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 each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Messrs. Weatherford and Yearwood will expire at our first annual meeting 90 of stockholders. The term of office of the second class of directors, consisting of Mr. Sculler and Ms. Paul, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Kirtley and Leck, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination. As a result, you will not have any influence over the election of directors prior to our initial business combination. 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a 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. Our board of directors has determined that Messrs. Sculler, Weatherford, Yearwood and Ms. Paul are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. Our audit committee will be entirely composed of independent directors meeting NASDAQ’s additional requirements applicable to members of the audit committee. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us. Other than as set forth elsewhere in this prospectus, no compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, existing officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. In addition, our 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 or directors, or our or 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 or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation 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 directors or 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 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. Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. 91 Committees of the Board of Directors 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, and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Messrs. Sculler, Yearwood and Ms. Paul will serve as members of our audit committee and Mr. Sculler will serve as the Chairman of the audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Sculler 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: • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent auditors; • 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 auditors describing (i) the independent auditor’s internal quality-control procedures and (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; • 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 auditors, 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. Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Mr. Sculler and Ms. Paul will serve as members of our compensation committee and Ms. Paul will serve as the chairman of the compensation committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under NASDAQ listing standards applicable to members of the compensation committee. 92 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 based on such evaluation; • reviewing and approving on an annual basis the compensation of all 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