Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Otello Stampacchia, PhD ​ ​ ​ ​ 51 ​ ​ ​ Chief Executive Officer and Chairman of the Board of Directors ​ Michelle Doig ​ ​ ​ ​ 47 ​ ​ ​ President and Director ​ Francesco Draetta, CFA, FRM, CAIA ​ ​ ​ ​ 36 ​ ​ ​ Chief Financial Officer ​ Vincent Ossipow, PhD, CFA ​ ​ ​ ​ 52 ​ ​ ​ Chief Scientific Officer ​ Daniel Lynch ​ ​ ​ ​ 62 ​ ​ ​ Director Nominee ​ Jan van de Winkel, PhD ​ ​ ​ ​ 59 ​ ​ ​ Director Nominee ​ Martin Babler ​ ​ ​ ​ 56 ​ ​ ​ Director Nominee ​ Joseph Slattery ​ ​ ​ ​ 55 ​ ​ ​ Director Nominee ​ Otello Stampacchia, PhD serves as our Chief Executive Officer and the Chairman of our board of directors.. Dr. Stampacchia is founder, Managing Director, and a member of the investment committee at Omega. Dr. Stampacchia currently serves on the board of directors of public companies: Kronos Bio (Nasdaq: KRON) (since May 2018), Morphic Therapeutic (Nasdaq: MORF) (since September 2018), and Replimune (Nasdaq: REPL) (since September 2015), and private companies: Amunix Pharmaceuticals, Inc. (since March 2020) and Scorpion Therapeutics (since October 2020). Dr. Stampacchia has also previously served on the boards of ESSA Pharma, Inc. from January 2015 to October 2019, Median Technologies SA from September 2014 to January 2020, Nuvation Bio, Inc. from February 2019 to September 2020 and Gossamer Bio, Inc. from January 2018 to September 2019. Prior to founding Omega, Dr. Stampacchia was in charge of life sciences direct investments and diligence for healthcare venture fund of fund investments at AlpInvest Partners (now part of The Carlyle Group). Before AlpInvest Partners, he was the portfolio manager of the Lombard Odier Immunology Fund, an investment vehicle in Geneva, Switzerland, investing in public and private healthcare companies worldwide. Previously, Dr. Stampacchia was a member of the HealthCare corporate finance and M&A team at Goldman Sachs. Before Goldman, he helped co-found the healthcare investment activities at Index Securities (now Index Ventures). Dr. Stampacchia has a PhD in Molecular Biology from the University of Geneva, holds a European Doctorate in Biotechnology from the EU, and obtained an MSc in Genetics from the University of Pavia. We believe that Dr. Stampacchia’s broad operational and transactional experience, and his position as Chief Executive Officer, make him well qualified to serve as the Chairman of our board of directors. Michelle Doig serves as our President and a director on our board of directors. Since December 2016, Ms. Doig has been a Partner at Omega. Ms. Doig also currently serves on the board of directors of Nuvation Bio (since June 2019). Prior to Omega, Ms. Doig was Director of Corporate Finance at Third Rock Ventures from November 2013 until December 2016, where she supported numerous portfolio companies with financing strategy and execution. Prior to joining Third Rock Ventures, Ms. Doig was Principal, Corporate Finance, at Abingworth (in both London and Boston offices). She was also a life sciences investment banker with Lehman Brothers International in London, JP Morgan/H&Q in New York and Morgan Stanley in Toronto and New York. Ms. Doig graduated with an Honors degree in Business Administration from the Ivey School of Business at the University of Western Ontario in London. We believe that Ms. Doig’s broad operational and transactional experience make her well qualified to serve as a member of our board of directors. Francesco Draetta, CFA, FRM, CAIA serves as our Chief Financial Officer. Since August 2016, Mr. Draetta has been a Partner at Omega. Mr. Draetta currently serves on the board of directors of private company Chord Therapeutics SA (since October 2020). Prior to joining Omega, from August 2015 to August 2016, Mr. Draetta was an Analyst at Brookside Mezzanine Partners, a mezzanine fund investing in subordinated debt and minority equity in small- to mid-size companies throughout the U.S., where he focused on due diligence, deal management, and investor relations. Prior to Brookside Mezzanine Partners, Mr. Draetta was an Associate at Commonfund Capital (CCI), the private capital arm of Commonfund, where he focused on due diligence, 99 TABLE OF CONTENTS manager selection, investment management, and investor relations for CCI’s private equity, venture capital, and natural resources programs. He began his career at Omega as an Analyst. Mr. Draetta graduated cum laude from the Isenberg School of Management at the University of Massachusetts Amherst with a BBA in Finance and Operations Management. He is also a CFA charterholder, a CAIA charterholder, and a Certified FRM. Vincent Ossipow, PhD, CFA serves as our Chief Scientific Officer. Since April 2014, Dr. Ossipow has been a Partner at Omega. Dr. Ossipow currently serves on the board of directors of Immunic Therapeutics (Nasdaq: IMUX) (since September 2016) and private companies eTheRNA Immunotherapies Nv (since March 2016) and FoRx Therapeutics AG (since October 2019). Dr. Ossipow has also previously served on the boards of BioInvent International AB from May 2016 to May 2020 and Kuros Biosciences from August 2015 to May 2016. Previously, Dr. Ossipow worked at Sectoral Asset Management, a healthcare institutional investor, as a Partner for private investments. Prior to that, he was research fellow at the University of Geneva, studying the molecular basis of brain function, and also acted as Sectoral Asset Management’s Chief Scientific Officer. Previously, he worked at Pictet Bank as a research analyst for biotechnology equities and as a co-manager of the Pictet Biotech Fund, a listed investment vehicle. Dr. Ossipow trained as a postdoctoral fellow in Geneva (Hoffman-La-Roche and Human Frontier Science Program fellow) and at the National Cancer Institute in Bethesda, MD. He completed a Certificate in International Finance and Global Markets at the Georgetown University School of Business and holds an MS in Computational Sciences, an MS in Molecular Biology, and a PhD in Molecular Biology, all from the University of Geneva. He is also a CFA charterholder. Daniel Lynch has agreed to serve on our board of directors following the completion of this offering. Mr. Lynch currently serves as chairman of the board of directors of bluebird bio, Inc. (since May 2011), Blueprint Medicines Corp. (since November 2012), Xilio Therapeutics, Inc. (since June 2020), Surface Oncology, Inc. (since January 2017), SpringWorks Therapeutics, Inc. (since September 2017) and Translate Bio, Inc. (since September 2012), as a director on the board of directors of Nextech Invest Limited (since June 2020) and as an advisor at Third Rock Ventures. Previously, Mr. Lynch served as chief executive and chief financial officer of ImClone Systems Corporation, where he led ImClone through a significant turnaround, helping to restore the company’s reputation and to secure FDA approval of ERBITUX (Cetuximab), a novel cancer treatment. Prior to that, he served in various financial positions at Bristol-Myers Squibb over a 15-year tenure. He also served on the board of directors and the audit committee of U.S. Oncology, Inc. for five years until December 2010, when it was acquired by McKesson. Mr. Lynch previously served as a member of the board of directors of Sesen Bio Inc. until May 2020 and BIND Therapeutics until August 2016. Mr. Lynch received his B.A. in mathematics from Wesleyan University and his M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. We believe that Mr. Lynch’s experiences as a senior executive and service on the boards of directors of other life sciences companies qualify him to serve as a member of our board of directors. Jan van de Winkel, PhD has agreed to serve on our board of directors following the completion of this offering. Dr. van de Winkel is a co-founder of Genmab and served as President, Research & Development and Chief Scientific Officer of the company until his appointment as President & Chief Executive Officer in 2010. Dr. van de Winkel has more than 25 years of experience in the therapeutic antibody field and served as Vice President and Scientific Director of Medarex Europe prior to Genmab. He is the author of over 300 scientific publications and has been responsible for over 150 patents and pending patent applications. Dr. van de Winkel holds a professorship of immunotherapy at Utrecht University. He is chairman of the board of directors of Hookipa Pharma Inc, and member of the board of directors of Leo Pharma A/S, both roles which he has held since 2017. Dr. van de Winkel previously served as a member of the board of directors of Forward Pharma A/S until May 2017. He holds M.S. and Ph.D. degrees from the University of Nijmegen. We believe that Dr. van de Winkel’s experience in managing biotechnology and pharmaceutical companies, as well as his experience as a director of such companies, make him well qualified to serve as a member of our board of directors. Martin Babler has agreed to serve on our board of directors following the completion of this offering. Since September 2020, Mr. Babler has served on the board of directors of Neoleukin Therapeutics, Inc. (Nasdaq: NLTX). Mr. Babler was chief executive officer of Principia BioPharma, Inc., a start-up company established to develop novel small molecule drugs for autoimmune diseases, from April 2011 until its acquisition by Sanofi in September 2020. From September until October 2020, he served as an adviser to Principia 100 TABLE OF CONTENTS BioPharma, Inc. Mr. Babler also served on the board of directors of ZS Pharma, Inc. from February to December 2015. From December 2007 to April 2011, Mr. Babler was chief executive officer of Talima Therapeutics, Inc., a privately held drug delivery company. Prior to joining Talima, from 1998 to 2006, Mr. Babler was Vice President of Immunology Sales and Marketing, built and led the Commercial Development organization and initially served as Director of Cardiovascular Marketing, at Genentech, Inc. Prior to joining Genentech, Mr. Babler held various roles of increasing responsibility in sales, sales management, marketing and business development with Eli Lilly and Company. Mr. Babler holds a degree in pharmacy/pharmacology from the ETH in Zurich, Switzerland and has completed the Executive Development Program at Kellogg Graduate School of Management. We believe that Mr. Babler’s experience in managing biotechnology and pharmaceutical companies make him well qualified to serve as a member of our board of directors. Joseph Slattery has agreed to serve on our board of directors following the completion of this offering. Mr. Slattery currently serves on the board of directors of Replimune (since October 2017), Morphic Therapeutic (since May 2019) and CVRx, Inc. (since October 2008). He previously served as executive vice president and CFO of TransEnterix, Inc. until December 2019, as executive vice president and CFO at Baxano Surgical Inc., and as CFO and senior vice president of finance and information systems of Digene Corp. He has served on the board of directors of Micromet, Inc., TranS1, Inc., and Exosome Diagnostics, Inc. Mr. Slattery earned his bachelor’s degree in accountancy from Bentley University and is a certified public accountant. We believe that Mr. Slattery’s experience in managing healthcare companies, as well as his experience as a public company director, make him well qualified to serve as a member of our board of directors. Number and Terms of Office of Officers and Directors Our board of directors 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 shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Martin Babler and Joseph Slattery, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Daniel Lynch and Jan van de Winkel, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Otello Stampacchia and Michelle Doig, will expire at our third annual meeting of shareholders. 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 on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder 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 appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, chief financial officer, chief business officer, president, 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 with the company which in the opinion of the company’s board of directors, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that Jan van de Winkel, Martin Babler, Joseph Slattery and 101 TABLE OF CONTENTS Daniel Lynch are “independent directors” as defined in the 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. 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 by us to our sponsor, executive officers or directors, or our or their 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 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 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, 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders 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 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 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 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 three standing committees: an audit committee, a nominating 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. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website. 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. Martin Babler, Joseph Slattery and Daniel Lynch will serve as members of our audit committee. Our board of directors has determined that each of Martin Babler, Joseph Slattery and Daniel Lynch are independent. Joseph Slattery will serve as the Chairman of the audit committee. 102 TABLE OF CONTENTS Each member of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that Joseph Slattery qualifies as an “audit committee finan