Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to consummation of our initial business combination, holders of our common stock will have the right to elect all of our directors and remove members of our board of directors for any reason. Holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. Approval of our initial business combination will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject to any other special rights applicable to the stockholders, prior to our initial business combination, 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 129 Table of Contents meeting of our board of directors that includes any directors representing our sponsor then on our board of directors, or by holders of a majority of the outstanding shares of our common stock. Our board of directors elect our officers and they serve at the discretion of the board of directors, rather than for specific terms of office. Our by-laws authorize our board of directors to appoint persons to the offices set forth therein as it deems appropriate. Our bylaws will provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as our board may determine (including interim officers as it deems appropriate). Director Independence Nasdaq listing rules 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 that, in the opinion of the listed company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder 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 three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Mr. Epstein, Mr. Blickenstaff and Dr. Weber, is an independent director under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation We have not paid any compensation to our officers or directors for services rendered to us. We will reimburse our sponsor, officers, directors and their respective affiliates for any out-of-pocket expenses they incur 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 expense reimbursements that we make to our sponsor, officers, directors or our or any of their respective affiliates. After the completion of our initial business combination, the combined company may pay directors or members of our management team who remain with us consulting, management or other compensation. We will disclose all such compensation, to the extent then known, in the tender offer materials or proxy solicitation materials we furnish to our stockholders in connection with a proposed business combination. It is unlikely that we will know the amount of such compensation at the time we distribute such materials, because the directors, and in particular a compensation committee constituted solely by independent directors, of the post-combination business will be responsible for determining executive officer and director compensation. We are not party to any agreements with our officers and directors that provide for fixed benefits during employment or 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. Committees of the Board of Directors Upon the effective date 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 nominating and corporate governance committee, each of which will be composed solely of independent directors. Subject to phase-in rules, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation 130 Table of Contents committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors or, in the case of the nominating committee, the nominations be made solely by independent directors. Each committee will operate under a charter that our board of directors will approve and will have the composition and responsibilities described below. We will make the charter of each committee available on our website following the closing of this offering. 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 committee will be Mr. Blickenstaff, Mr. Epstein and Dr. Weber. Mr. Blickenstaff will serve as chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Blickenstaff qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; • 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 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 (1) the independent auditor’s internal quality-control procedures and (2) 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; • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; • 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. 131 Table of Contents Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our compensation committee will be Mr. Blickenstaff, Mr. Epstein and Dr. Weber. Mr. Epstein will serve as chairman of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility 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 (if any), 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 making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other 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 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, independent 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. Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee will be Mr. Blickenstaff, Mr. Epstein and Dr. Weber. Dr. Weber will serve as chair of the nominating and corporate governance committee. We will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: • identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; • developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; • coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and 132 Table of Contents • reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. 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, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Code of Ethics Prior to the closing of this offering, we will adopt a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. We have filed a copy of our form of our Code of Ethics as an exhibit to the registration statement of which this prospectus forms a part. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Please see “Where You Can Find Additional Information.” Differing Interests Oppenheimer and our sponsor have interests in the Company that each of them believes align with our stockholders with respect to their interests in the Company. Oppenheimer’s and its employees’ investments in the Company through our sponsor will only have value if the Company’s shares have value, and our sponsor’s return correlates directly with the return on our shares. There is no scenario where our stockholders lose value on their investments and our sponsor has a gain on its investment in the Company or suffers a smaller diminution of value than our shares. Moreover, Oppenheimer will sell the shares offered hereby to its existing clients. Oppenheimer’s brokerage relationship with such clients aligns Oppenheimer’s desire for an investment in the shares to provide a positive return with its clients’ interest in profiting from an investment in the shares. In addition, Oppenheimer has additional interests that may not directly correlate with the Company’s success. Oppenheimer will receive the underwriters’ warrants in lieu of a cash underwriting fee from this offering which is not subject to the risks of an investment in the Company. Additionally, pursuant to the business combination marketing agreement we will enter into with Oppenheimer in connection with this offering, Oppenheimer will provide marketing services in connection with our initial business combination and will receive compensation for such services equal to 3.5% of the gross proceeds of this offering. Oppenheimer may act as an advisor to the Company and may arrange financing for the Company, in either case in connection with our initial business combination and may earn cash fees at the closing of transactions which will be fixed at such time and will not vary depending on the return of an investment in our shares after the closing of our initial business combination. Our payment of fees to Oppenheimer for advice or arranging financing will reduce the cash we have available following the closing of the transaction for which Oppenheimer provided financial services. It is possible, though unlikely, that Oppenheimer will seek to advise the target business in our initial business combination or that management of the target business will seek to engage Oppenheimer for advice. In such a situation, Oppenheimer and those investment banking professionals at Oppenheimer that are advising the target will have a financial incentive seek to cause us to pay a relatively high level of consideration for the target business on non-economic terms and conditions that are also favorable to the target. In such a situation, the 133 Table of Contents Company expects to engage a third-party financial advisor in addition to relying on the judgment and experience of our Directors and executive officers, who would not have an interest in Oppenheimer’s fees from the target. It is in the nature of brokerage and investment banking services that such services are transaction-based and the brokerage and investment banker receive cash payments that are fixed and paid substantially at the time the transaction closes. Shareholders may experience a gain or loss following the transaction, which neither increases nor decreases those fees. A shareholder of our company must rely on the judgment of our board of directors and our executive management regarding their decision to engage Oppenheimer, in lieu of or in addition to any unaffiliated investment bank, to provide investment banking services and their acceptance of the fees for services that Oppenheimer, or any unaffiliated investment bank, negotiate. Our management team is responsible for the management of our affairs generally. Our management team have investments in the company directly, through our sponsor or both. As described above and below, each of our officers and directors presently has, and any of them in the future may have additional, financial investments in other entities, including other “blank check” companies, Oppenheimer’s parent, other financial services or investment advisory businesses, and potential target businesses, which provide income and the opportunity for financial gain that is separate from their potential gain on their investment in the company. Each of such persons may also hold positions such as a directorship that imposes fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to one or more of such entities or advise or take action on behalf of any such entity or its clients or customers with respect to shares of the company that such entity or such customers hold, the approval of our business combination or whether to demand the redemption of our shares. It is possible that one of our directors could cause a holder of our shares to vote against our business combination, or abstain from voting, or permit a third person to make such decision. If any of our officers or directors becomes aware of a business combination opportunity that is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only